Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer that the rights of the Grantors under this Section 2.06 are being suspended: (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same. (ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). (b) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06. (d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 6 contracts
Samples: Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor Holdings I, Ltd.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Company that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of the Indenture, this Agreement, the Indenture Agreement and the other Notes Security Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be expressly permitted under the Indenture, this Agreement or the other Security Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under the Indenture, this Agreement, the Indenture Agreement or any other Notes Security Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Security Documents and applicable Laws; provided that any noncash (and non-cash equivalent) dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% a majority in aggregate principal amount of the total then outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Company suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 6 contracts
Samples: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes Collateral case of an Event of Default under Section 7.01(h) or (i) of the Credit Agreement, the Administrative Agent shall have notified the Issuer Grantors that the rights of the Grantors rights, in whole or in part, under this Section 2.06 3.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 3.05(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawsany Requirement of Law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, and required to be delivered to the Administrative Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so in which they shall have been received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Any actions by the Borrower, the Guarantors or any Restricted Subsidiary in respect of cash dividends that are permitted under Section 6.07 of the Credit Agreement shall be permitted under this Section 3.05(a)(iii) notwithstanding the occurrence or continuance of an Event of Default.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 7.01(h) or (i) of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.05(a)(iii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or and other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and, to the extent constituting Collateral and required to be pledged hereunder, shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (bSection 3.05(b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Administrative Agent has received from the Borrower reasonably satisfactory evidence relating to any such cure, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 7.01(h) or (i) of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.063.05(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.05(a)(i), and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.063.05(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 3.05(a): (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 3.05(a)(i) or paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 4 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section;
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, Administrative Agent and the other Secured Parties shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Parent Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Parent Borrower to that effect, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Parent Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Parent Borrower to that effect, each Grantor all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 4 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Collateral Agreement (SMART Global Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Agent shall have notified provided the Issuer Grantors not less than two (2) Business Days’ prior written notice that the rights of the Grantors under this Section 2.06 2.05 are being suspended:suspended (provided that such prior written notice is not required if (x) an Event of Default under Section 7.01(h) or (i) of the Credit Agreement shall have occurred and is continuing or (y) payment of the Loans shall be due by acceleration):
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph clause (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromshall, shall be held in trust for subject to the benefit of the Notes Collateral Agent and the Secured Parties and shall Intercreditor Agreements, be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06.
(b) Subject to the terms of the Intercreditor AgreementAgreements, upon the occurrence and during the continuance of an Event of Default, after if the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of provided the Grantors with written notice (to the extent required under paragraph clause (a)(iiia) of this Section 2.062.05), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph clause (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All Subject to the Intercreditor Agreements, all dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from Agent and the other property or funds of such Grantor Secured Parties and shall be forthwith promptly delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and and, to the extent so received, shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Lead Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Lead Borrower to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph clause (a)(iii) of this Section 2.06 2.05 and that remain in such account.
(c) Subject to the terms of the Intercreditor AgreementAgreements, upon the occurrence and during the continuance of an Event of Default, after if the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of provided the Grantors with written notice (to the extent required under paragraph clause (a)(ia) of this Section 2.062.05), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph clause (a)(i) of this Section 2.062.05, and the obligations of the Notes Collateral Agent under paragraph clause (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Lead Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer of the Lead Borrower to that effect, each Grantor all rights vested in the Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph clause (a)(i) of this Section 2.062.05.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph clause (a)(i) or paragraph clause (a)(iii) of this Section 2.06 2.05 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
(e) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request.
Appears in 4 contracts
Samples: Second Lien Collateral Agreement (Franchise Group, Inc.), First Lien Collateral Agreement (Franchise Group, Inc.), First Lien Collateral Agreement (Franchise Group, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes Collateral case of an Event of Default under Section 10.1(h) of the Credit Agreement, the Administrative Agent shall have notified the Issuer Grantors that the rights of the Grantors rights, in whole or in part, under this Section 2.06 3.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected materially and adversely to affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 3.06(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged DebtInterests, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Capital Stock of the issuer of any Pledged Securities Equity Interests or received in exchange for Pledged Securities Equity Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, and required to be delivered to the Administrative Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so in which they shall have been received (with any necessary endorsement reasonably endorsements, stock or note powers and other instruments of transfer requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 10.1(h) of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06(a)(iii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or and other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (bSection 3.06(b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Administrative Agent has received from the Borrower satisfactory evidence relating to any such cure, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.06(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 10.1(h) of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.063.06(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06(a)(i), and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.063.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After Solely to the extent that any and all Events of Default have been cured or waivedwaived or otherwise cease to be continuing and the Administrative Agent has received a certificate from the Borrower certifying as such, each Grantor shall will have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph Section 3.06(a)(i) (a)(iand the obligations of the Administrative Agent under Section 3.06(a)(ii) of this Section 2.06shall be reinstated).
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 3.06(a): (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 3.06(a)(i) or paragraph (a)(iiiSection 3.06(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 4 contracts
Samples: Credit Agreement (Americold Realty Trust), Guarantee and Collateral Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06above.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Security Agreement (West Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 4.6 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Securities Amendment and Purchase Agreement and the other Notes Transaction Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Securities Amendment and Purchase Agreement or any other Notes Transaction Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureSecurities Amendment and Purchase Agreement, the other Notes Transaction Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Securities or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, . acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentindorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.064.6, then all rights of any Grantor to dividends, interest, . principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 4.6 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 4.6 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentindorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.027.4. After all Events of Default have been cured or waivedwaived and the Company has delivered to the Collateral Agent a certificate to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 4.6 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.064.6, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.064.6, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, 4.6. shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided provided, however, that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Noteholders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 4.6 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iiiii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of in this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; , provided that such rights and powers shall not be exercised in any manner that could would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentas described in Section 3.02(c) or otherwise).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance continuation of an Event of Default, after the Notes Collateral Agent shall have notified (or shall be deemed to have notified) the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 3.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (bSection 3.06(b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (Usp Mission Hills, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Agent shall have notified the Issuer that the rights of given the Grantors two (2) Business Days’ prior written notice that their rights under this Section 2.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Equity Interests or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Equity Interests or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section;
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Equity Interests and/or Pledged Securities, as the case may be, to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified given the Issuer Grantors two (2) Business Days’ prior written notice of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to receive and retain such amounts. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Collateral Agreement (Vacasa, Inc.), Collateral Agreement (Vacasa, Inc.), Collateral Agreement (EverCommerce Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Parent that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Subject to Section 2.06(b) below, the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly (and in any event within thirty (30) days after receipt thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Parent of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested vested, for the benefit of the Secured Parties, in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within thirty (30) days or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer provided Parent with notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, (i) each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.06 and (ii) the obligations of the Collateral Agent pursuant to the terms of paragraph (a)(i) of this Section 2.06 shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Parent suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower in writing that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly (and in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities in accordance with this Section 2.06(a)(iii).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent upon written demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 in the absence of any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities pursuant to Section 2.06(a) shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.062.06 shall be automatically reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i2.06(i) shall be given in writingwriting five (5) Business Days in advance of any such suspension, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Sections 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Section in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 3 contracts
Samples: Security Agreement (Casa Systems Inc), Security Agreement (Casa Systems Inc), Credit Agreement (Casa Systems Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Security Agreement (S.D. Shepherd Systems, Inc.), Security Agreement (Encore Medical, L.P.), Security Agreement (Catalent USA Woodstock, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Credit Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Credit Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) aboveSection 2.06(a)(i), in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Credit Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and, other than in the case of a waiver of which the Collateral Agent is aware, the Notes Borrower has delivered to the Collateral Agent a certificate to such effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 an Event of Default and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the rights of the ABL Agent under the ABL Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequisite Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and, other than in the case of a waiver of which the Collateral Agent is aware, the Borrower has delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i2.06(a)(i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), 2.06(b) or 2.06(c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in such Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 3 contracts
Samples: Term Pledge and Security Agreement, Term Pledge and Security Agreement (Entegris Inc), Abl Pledge and Security Agreement (Entegris Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture First Lien Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture First Lien Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureFirst Lien Credit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the rights of the ABL Administrative Agent and the Second Lien Term Agent under the Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.06, (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSections 2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 3 contracts
Samples: First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section;
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral Agent, Administrative Agent and the other Secured Parties shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Collateral Agreement (Endurance International Group Holdings, Inc.), Collateral Agreement (Endurance International Group Holdings, Inc.), Collateral Agreement (Interactive Data Corp/Ma/)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes case of an Event of Default under Section 7.01(h) or (i) of the Credit Agreement, the Collateral Agent shall have notified the Issuer Grantors that the rights of the Grantors their rights, in whole or in part, under this Section 2.06 3.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under the Loan Documents, that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the material rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes subject to Section 3.05(b) below, the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or other consensual rights and powers it is entitled to exercise pursuant to clause (i) above and shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or other consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 3.05(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, and required to be delivered to the Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith promptly delivered to the Notes Collateral Agent in the same form as so in which they shall have been received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent); provided, however, that prior to the date on which the Administrative Agent (acting with the consent or at the direction of the Required Lenders) accelerates the maturity of any Loans pursuant to Section 7.02(b) of the Credit Agreement, each Grantor shall be entitled to receive and make Permitted Tax Payments to the extent permitted under the Credit Agreement.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 7.01(h) or (i) of the Credit Agreement, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the Grantor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.05(a)(iii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided, however, that prior to the date on which the Administrative Agent (acting with the consent or at the direction of the Required Lenders) accelerates the maturity of any Loans pursuant to Section 7.02(b) of the Credit Agreement, each Grantor shall be entitled to receive and make Permitted Tax Payments to the extent permitted under the Credit Agreement. All dividends, interest, principal or and other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly delivered to the Notes Collateral Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement endorsements, stock powers or other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (bSection 3.05(b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Collateral Agent has received from the Borrower reasonably satisfactory evidence relating to any such cure, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 7.01(h) or (i) of the Credit Agreement, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.063.05(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.05(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.063.05(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Collateral Agent has received from the Borrower reasonably satisfactory evidence relating to any such cure, (i) each Grantor shall have the exclusive right to exercise the voting and/or other consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.063.05 and (ii) the obligations of the Collateral Agent pursuant to the terms of paragraph (a)(ii) of this Section 3.05 shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 3.05(a): (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 3.05(a)(i) or paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes At the sole expense of the Grantors, the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request request, in writing, for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) aboveabove and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Notes Collateral Agent shall promptly shall, within five Business Days after receipt of such certificate, repay to each Grantor (without interest) all dividends, interest, principal (without interest) or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise the Collateral Agent, if directed by the Trustee or Holders of more than 50% at least a majority in principal amount of the total outstanding NotesNotes then outstanding, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the Collateral Agent a certificate to that effect, each Grantor shall will have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretionAgent) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Collateral Agreement (American Media Inc), Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes Collateral case of an Event of Default under paragraph (i) or (j) of Article VII of the Credit Agreement, the Administrative Agent shall have notified the Issuer Grantors that the rights of the Grantors rights, in whole or in part, under this Section 2.06 3.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent not inconsistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected materially and adversely to affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document (taken as a whole) or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 3.05(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal dividends and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal dividends and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaw; provided that any noncash dividends, interest, principal dividends or other distributions that would constitute Pledged Equity or Pledged DebtInterests, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not and required to be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromdelivered to the Administrative Agent hereunder, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so in which they shall have been received (with any necessary endorsement reasonably endorsements, stock or note powers and other instruments of transfer requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (i) or (j) of Article VII of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05(a)(iii), then all rights of any Grantor to dividends, interest, principal dividends or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.05(a)(iii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal dividends or other distributions. All dividends, interest, principal or dividends and other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (bSection 3.05(b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Administrative Agent has received from the Company satisfactory evidence relating to any such cure, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal dividends or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after and, other than in the Notes Collateral case of an Event of Default under paragraph (i) or (j) of Article VII of the Credit Agreement, upon three Business Days notice from the Administrative Agent shall have notified to the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.063.05(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.05(a)(i), and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.063.05(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 3.05(a): (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 3.05(a)(i) or paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Knowles Corp), Credit Agreement (Knowles Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.026.02. After all Events of Default have been cured or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the rights of the Term Agent under the Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequisite Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.06, (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSections 2.06(a)(i) or paragraph (a)(iiiiii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent not inconsistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted not prohibited by, and otherwise paid or distributed in accordance witha manner not prohibited by, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Equity or received in exchange for Pledged Securities Equity or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if any Pledged Securities in respect thereof are received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but Pledged Securities shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly (and in any event within thirty (30) days after receipt thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested vested, for the benefit of the Secured Parties, in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within thirty (30) days or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and 2.05 that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Borrower with notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, (i) each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05 and (ii) the obligations of the Collateral Agent pursuant to the terms of paragraph (a)(i) of this Section 2.05 shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 2.05 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Time Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be expressly permitted under this Agreement, the Credit Agreement or the other Loan Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash non-cash (and non-cash equivalent) dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Administrative Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash (and non-cash equivalent) dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Administrative Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, in the Notes case of Pledged Collateral, the Collateral Agent shall have notified given prior two (2) Business Days’ prior written notice (provided, that such notice may be concurrent in connection with any Event of Default pursuant to Section 8.01(a) or Section 8.01(f) of the Issuer Credit Agreement) to the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner or holder of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised by any Grantor in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same, unless such exercise of powers is in connection with an action permitted by the Credit Agreement.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged DebtCollateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and and, if required by Section 2.02, shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor at such Grantor’s expense any Pledged Securities in its possession if requested in writing to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, Default and after the Notes Collateral Agent shall have notified provided two (2) Business Days’ prior written notice to the Issuer Borrower (provided, that such notice may be concurrent in connection with any Event of Default pursuant to Section 8.01(a) or Section 8.01(f) of the Credit Agreement) of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.under
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes First Lien Collateral Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture First Lien Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral First Lien Administrative Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same., unless such exercise of rights and powers is in connection with an action permitted under the First Lien Credit Agreement;
(ii) The Notes the First Lien Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, premium and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal principal, premium and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureFirst Lien Credit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal principal, premium or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral First Lien Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes First Lien Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes First Lien Collateral Agent). So long as no Event of Default has occurred and is continuing, the First Lien Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any sale, transfer, disposition, exchange or redemption of such Pledged Securities permitted by the First Lien Credit Agreement in accordance with this Section 2.05(a)(iii), subject to receipt by the First Lien Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the First Lien Collateral Agent.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes First Lien Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal principal, premium or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes First Lien Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal principal, premium or other distributions; provided that, if and to the extent directed by the Required Lenders, the First Lien Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. All dividends, interest, principal principal, premium or other distributions received by any Grantor upon the occurrence and during the continuance of an Event of Default contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes First Lien Collateral Agent, Agent and the other Secured Parties and shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes First Lien Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes First Lien Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes First Lien Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes First Lien Collateral Agent in an account to be established by the Notes First Lien Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.027.03 of the First Lien Credit Agreement. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the First Lien Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Notes First Lien Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal principal, premium or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.05 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes First Lien Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Notes First Lien Collateral Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Notes First Lien Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes First Lien Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the First Lien Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, each Grantor all rights vested in the First Lien Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05.
(d) Any notice given by the Notes First Lien Collateral Agent to the Issuer Grantors, as applicable, suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes First Lien Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes First Lien Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as rights; provided that the First Lien Collateral Agent shall only give any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer U.S. Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or Credit Agreement, any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer U.S. Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer U.S. Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06above.
(d) Any notice given by the Notes Collateral Agent to the Issuer U.S. Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the First Lien Notes Collateral Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the First Lien Notes Collateral Agent Agent, the Trustee or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Document or the ability of the Secured Parties to exercise the same., unless such exercise of rights and powers is in connection with an action permitted under the Indenture;
(ii) The the First Lien Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, at such Grantor’s expense, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section 2.05; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, premium and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal principal, premium and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal principal, premium or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the First Lien Notes Collateral Agent Agent, the Trustee and the other Secured Parties and shall be forthwith delivered to the First Lien Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the First Lien Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the First Lien Notes Collateral Agent shall promptly deliver to each Grantor, at such Grantor’s expense, any Pledged Securities in its possession if requested in writing to be delivered to the issuer thereof in connection with any sale, transfer, disposition, exchange or redemption of such Pledged Securities permitted by the Indenture in accordance with this Section 2.05(a)(iii), subject to receipt by the First Lien Notes Collateral Agent of an Officer’s Certificate of the Issuer with respect thereto and other documents reasonably requested by the First Lien Notes Collateral Agent (and, prior to the Disposition Date, the Controlling Party).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the First Lien Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal principal, premium or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the First Lien Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal principal, premium or other distributions; provided that, if and to the extent directed by the Trustee or the Controlling Party in accordance with the Indenture, the First Lien Notes Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. All dividends, interest, principal principal, premium or other distributions received by any Grantor upon the occurrence and during the continuance of an Event of Default contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the First Lien Notes Collateral Agent, Agent and the other Secured Parties and shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the First Lien Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the First Lien Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the First Lien Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the First Lien Notes Collateral Agent in an account to be established by the First Lien Notes Collateral Agent upon receipt of such money or other property and shall be applied distributed to the Trustee for further application in accordance with the provisions of Section 4.026.13 of the Indenture. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the First Lien Notes Collateral Agent an Officer’s Certificate of the Issuer to that effect (and after payment of any amounts due to the Trustee and the First Lien Notes Collateral Agent pursuant to the Indenture), the First Lien Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal principal, premium or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and 2.05 to the extent that any funds remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the First Lien Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the First Lien Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the First Lien Notes Collateral Agent, which shall have the sole and exclusive right (but not the obligation) and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% the Trustee or the Controlling Party in principal amount of accordance with the total outstanding NotesIndenture, the First Lien Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the First Lien Notes Collateral Agent an Officer’s Certificate of the Issuer to that effect, each Grantor all rights vested in the First Lien Notes Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05.
(d) Any notice given by the First Lien Notes Collateral Agent to the Issuer Grantors, as applicable, suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the First Lien Notes Collateral Agent in its sole and absolute discretionas directed by the Trustee or the Controlling Party) and without waiving or otherwise affecting the First Lien Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as rights; provided that the First Lien Notes Collateral Agent shall only give any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Security Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Equity Interests or Pledged Debt Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Equity Interests or Pledged Debt Securities or the rights and remedies of any of the Notes Collateral Security Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Security Agent or the Secured Parties to exercise the same.
(ii) The Notes Collateral Security Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (i) aboveabove and to receive the cash dividends, interest, principal and other distributions it is entitled to receive and retain pursuant to paragraph (iii) below.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, cash, instruments and other property and all distributions from time to time received, receivable or otherwise paid on or distributed in respect of of, in exchange for or upon conversion of, the Pledged Equity Interests or Pledged Debt Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Security Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Security Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Security Agent shall have notified the Issuer Grantors in writing of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) above, and the obligations of this Section 2.06 the Security Agent under paragraph (a)(ii) above, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Security Agent, which shall shall, subject to the terms of the Intercreditor Agreement, have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral Security Agent, shall be segregated from other property or funds of such Grantor and, subject to the rights of the Term Loan Agent and the Permitted Notes Agent under the Intercreditor Agreement, shall be forthwith delivered to the Notes Collateral Security Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Security Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Security Agent in an account to be established by the Notes Collateral Security Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and Holdings has delivered to the Security Agent a certificate to that effect, the Notes Collateral Security Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 above and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Security Agent shall have notified the Issuer Grantors in writing of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06above, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06above, and the obligations of the Notes Collateral Security Agent under paragraph (a)(ii) of this Section 2.06above, shall cease, and all such rights shall thereupon become become, subject to the rights of the Term Loan Agent and the Permitted Notes Agent under the Intercreditor Agreement, vested in the Notes Collateral Security Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Security Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Security Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 3.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Security Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Security Agent’s rights right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Indenture Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture or any other Notes Indenture Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Indenture Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Agents and the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Agents or the Collateral Agent Agent, as the case may be, in the same form as so received (with any necessary endorsement reasonably requested by endorsement) in accordance with the Notes Collateral Agent)Intercreditor Agreement.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and subject to the terms and provisions of the Intercreditor Agreement, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Agents and the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Agents or the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of endorsement) in accordance with the Intercreditor Agreement, any . Any and all money and other property paid over to or received by the Notes Senior Lenders and the Collateral Agent pursuant to the provisions of this paragraph (b) and in accordance with the Intercreditor Agreement shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Collateral Agreement (International Wire Rome Operations, Inc.), Collateral Agreement (International Wire Group Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified provided written notice to the Issuer Borrower that the rights of the Grantors under this Section 2.06 2.06(a) are being suspended; provided that, such written notice to the Borrower shall be delivered at least one Business Day prior to the suspension of the rights set forth in clauses (i) and (ii) hereof:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent not inconsistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case, as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, Credit Agreement and the other Notes Documents and applicable LawsLoan Documents; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent within sixty days (or such longer period as the Collateral Agent may agree in its discretion) in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral AgentAgent to the extent required by Section 2.02 hereof). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted pursuant to the terms of the Credit Agreement.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower in writing of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.06(b) shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and and, upon demand by the Collateral Agent, shall be forthwith delivered to the Notes Collateral Agent upon demand within five Business Days (or such longer period as the Collateral Agent may agree in its discretion) in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.020. After all Events of Default have been cured (including by performance subject to the limitations set forth in the Credit Agreement) or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of Borrower in writing at least one day prior to the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following upon the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured (including by performance subject to the limitations set forth in the Credit Agreement) or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.06(a), (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
(e) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Term Loan Security Agreement (Allegro Microsystems Inc), Revolving Facility Security Agreement (Allegro Microsystems Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; , provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Administrative Agent on behalf of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any GrantorGrantor and required to be delivered to the Administrative Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock powers or other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and Holdings and the Borrower have delivered to the Administrative Agent a certificate of a Financial Officer of each of Holdings and the Borrower to that effect, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06Section, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06Section, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06Section, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; , provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, and Holdings and the Borrower have delivered to the Administrative Agent a certificate of a Financial Officer of each Grantor of Holdings and the Borrower to that effect, all rights vested in the Administrative Agent pursuant to this paragraph shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section shall be in effect.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights 's right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Bz Intermediate Holdings LLC), Guarantee and Collateral Agreement (Bz Intermediate Holdings LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:suspended (although no such notice shall be required if an Event of Default under Section 9.01(f) of the Credit Agreement shall exist and be continuing):
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes so long as no Event of Default shall have occurred and be continuing and thereafter so long as the Borrower has not received written notice from the Collateral Agent that the rights of the Grantors under this Section 2.06 are being suspended (although no such notice shall be required if an Event of Default under Section 9.01(f) of the Credit Agreement shall exist and be continuing) and to the extent required under applicable Law (including any Gaming Law), the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to clause (i) above and shall, if necessary, execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph clause (i) above.; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly (and in any event within 30 days) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph clause (a)(iii) of this Section 2.062.06 (although no such notice shall be required if an Event of Default under Section 9.01(f) of the Credit Agreement shall exist and be continuing), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph clause (a)(iii) of this Section 2.06 shall cease, and and, subject to any applicable Gaming Laws, all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have have, subject to any applicable Gaming Laws, the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within 30 days) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph clause (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall agrees to promptly repay pay to each Grantor (without interest) all any dividends, interest, principal or other distributions that remain in such account to the extent that (i) such Grantor would otherwise be permitted to retain such dividends, interest, principal or other distributions pursuant to the terms of paragraph clause (a)(iii) of this Section 2.06 and that remain in (ii) the Collateral Agent and/or the Lenders are not otherwise permitted to retain such accountdividends, interest, principal or other distributions pursuant to the terms of the Credit Agreement and/or any of the other Loan Documents.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Borrower notice of the suspension of the rights of the Grantors under paragraph clause (a)(i) of this Section 2.062.06 (although no such notice shall be required if an Event of Default under Section 9.01(f) of the Credit Agreement shall exist and be continuing), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph clause (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph clause (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph clause (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph clause (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph clause (a)(i) or paragraph clause (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Everi Holdings Inc.), Security Agreement (Everi Holdings Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Company that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of the Indenture, this Agreement, the Indenture Agreement and the other Notes Security Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be expressly permitted under the Indenture, this Agreement or the other Security Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under the Indenture, this Agreement, the Indenture Agreement or any other Notes Security Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Security Documents and applicable Laws; provided that any noncash non-cash (and non-cash equivalent) dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an non-interest bearing account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% a majority in aggregate principal amount of the total then outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Company suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, therefrom and shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as in which so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Collateral and Guarantee Agreement (Encompass Health Corp), Collateral and Guarantee Agreement (Healthsouth Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and and, if certificated, shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.028.02 of the Credit Agreement. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.063.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, 3.06 and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, 3.06 shall cease, cease and all such rights shall thereupon become vested in the Notes Collateral Agent, Agent which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 3.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Mac-Gray Corp), Guarantee and Collateral Agreement (Mac-Gray Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall shall, subject to Section 2.09 of the First Lien Intercreditor Agreement, have notified the Issuer Company that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Note Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Indenture or the other Note Documents that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Note Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Note Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly (and in any event within 10 Business Days) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, subject to the First Lien Intercreditor Agreement, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and and, subject to the First Lien Intercreditor Agreement, shall be forthwith promptly (and in any event within 5 Business Days) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the First Lien Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Company with 10 days notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, subject to the First Lien Intercreditor Agreement, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, that the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Notes Collateral Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Company suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Avaya Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer any Obligors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor Obligor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided provided, that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each GrantorObligors, or cause to be executed and delivered to each GrantorObligors, all such proxies, powers of attorney and other instruments as each Grantor Obligors may reasonably request for the purpose of enabling such Grantor Obligors to exercise the voting and/or and other consensual rights and powers it is they are entitled to exercise pursuant to subparagraph paragraph (i) above.
(iii) Each Grantor Obligor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenturethis Agreement, the other Notes Loan Documents and applicable LawsApplicable Law; provided provided, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromObligor, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by endorsement); provided, that Agent acknowledges that any Obligor’s delivery of any such Pledged Collateral to the Notes Collateral Agent)applicable Person entitled thereto under the Intercreditor Agreement at such time will satisfy such Obligor’s delivery obligations under this Section 7.3.5 so long as the Intercreditor Agreement is in full force and effect.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer any Obligors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor Obligor to dividends, interest, principal or other distributions that such Grantor Obligor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor Obligor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor Agent and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes endorsement); provided, that Agent acknowledges that any Obligor’s delivery of any such Pledged Collateral Agent). Subject to the terms of applicable Person entitled thereto under the Intercreditor Agreement, any Agreement at such time will satisfy such Obligor’s delivery obligations under this Section 7.3.5 so long as the Intercreditor Agreement is in full force and effect. Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.5.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer any Obligors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06Section, then all rights of any Grantor Obligor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06Section, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06Section, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers; provided thatprovided, that unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during to, in its sole discretion, notwithstanding the continuance of an Event of Default Default, to permit the Grantors any Obligor to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06powers.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.), Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer U.S. Borrower Agent that the U.S. Domiciled Obligors’ rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor of the U.S. Domiciled Obligors shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each GrantorU.S. Domiciled Obligor, or cause to be executed and delivered to each Grantorit, all such proxies, powers of attorney and other instruments as each Grantor such U.S. Domiciled Obligor may reasonably request for the purpose of enabling such Grantor U.S. Domiciled Obligor to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (i) above.
(iii) Each Grantor of the U.S. Domiciled Obligors shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the its Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenturethis Agreement, the other Notes Loan Documents and applicable Applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromObligor, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties Agent, shall be segregated from other Property or funds of such Obligor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer U.S. Borrower Agent of the suspension of the rights each of the Grantors U.S. Domiciled Obligors’ rights under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor each of the U.S. Domiciled Obligors to dividends, interest, principal or other distributions that such Grantor U.S. Domiciled Obligor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor U.S. Domiciled Obligor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property Property or funds of such Grantor U.S. Domiciled Obligor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property Property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property Property, shall be held as security for Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.5.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer U.S. Borrower Agent of the suspension of the U.S. Domiciled Obligors’ rights of the Grantors under paragraph (a)(i) of this Section 2.06Section, then all rights of any Grantor each of the U.S. Domiciled Obligors to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06Section, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06Section, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during to, in its sole discretion, notwithstanding the continuance of an Event of Default Default, to permit the Grantors such Obligor to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06powers.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Loan Agreement (Hyster-Yale Materials Handling, Inc.), Loan, Security and Guaranty Agreement (Hyster-Yale Materials Handling, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes Collateral case of an Event of Default under paragraph (h) or (i) of Article VII of the Credit Agreement, the Administrative Agent shall have notified the Issuer Grantors that the rights of the Grantors rights, in whole or in part, under this Section 2.06 3.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent not inconsistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 3.05(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable LawsCollateral; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not required to be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromdelivered to the Administrative Agent hereunder, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so in which they shall have been received (with any necessary endorsement endorsements, stock or note powers, allonges and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (h) or (i) of Article VII of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease3.05(a)(iii), and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or and other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (bSection 3.05(b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment of the Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (h) or (i) of Article VII of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.063.05(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.05(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedor, each Grantor all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant prior to the terms of paragraph (a)(i) of this Section 2.06such vesting.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 3.05(a): (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 3.05(a)(i) or paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Diplomat Pharmacy, Inc.), Guarantee and Collateral Agreement (Diplomat Pharmacy, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Second Lien Notes Collateral Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Second Lien Notes Collateral Agent Agent, Trustee or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Document or the ability of the Secured Parties to exercise the same., unless such exercise of rights and powers is in connection with an action permitted under the Indenture;
(ii) The the Second Lien Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, at such Grantor’s expense, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section 2.05; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, premium and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal principal, premium and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal principal, premium or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Second Lien Notes Collateral Agent Agent, the Trustee and the other Secured Parties and shall be forthwith delivered to the Second Lien Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Second Lien Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Second Lien Notes Collateral Agent shall promptly deliver to each Grantor, at such Grantor’s expense, any Pledged Securities in its possession if requested in writing to be delivered to the issuer thereof in connection with any sale, transfer, disposition, exchange or redemption of such Pledged Securities permitted by the Indenture in accordance with this Section 2.05(a)(iii), subject to receipt by the Second Lien Notes Collateral Agent of an Officer’s Certificate of the Issuer with respect thereto and any other documents reasonably requested by the Second Lien Notes Collateral Agent (and, prior to the Disposition Date, the Controlling Party).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Second Lien Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal principal, premium or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Second Lien Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal principal, premium or other distributions; provided that, if and to the extent directed by the Trustee or the Controlling Party, in accordance with the Indenture, the Second Lien Notes Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. All dividends, interest, principal principal, premium or other distributions received by any Grantor upon the occurrence and during the continuance of an Event of Default contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Second Lien Notes Collateral Agent, Agent and the other Secured Parties and shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Second Lien Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Second Lien Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Second Lien Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Second Lien Notes Collateral Agent in an account to be established by the Second Lien Notes Collateral Agent upon receipt of such money or other property and shall be applied distributed to the Trustee for further application in accordance with the provisions of Section 4.026.13 of the Indenture. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the Second Lien Notes Collateral Agent an Officer’s Certificate of the Issuer to that effect (and after payment of any amounts due to the Trustee and the Second Lien Notes Collateral Agent pursuant to the Indenture), the Second Lien Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal principal, premium or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and 2.05 to the extent that any funds remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Second Lien Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Second Lien Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Second Lien Notes Collateral Agent, which shall have the sole and exclusive right and authority (but not the obligation) to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% the Trustee or the Controlling Party, in principal amount of accordance with the total outstanding NotesIndenture, the Second Lien Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the Second Lien Notes Collateral Agent an Officer’s Certificate of the Issuer to that effect, each Grantor all rights vested in the Second Lien Notes Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05.
(d) Any notice given by the Second Lien Notes Collateral Agent to the Issuer Grantors, as applicable, suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Second Lien Notes Collateral Agent in its sole and absolute discretionas directed by the Trustee or the Controlling Party) and without waiving or otherwise affecting the Second Lien Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as rights; provided that the Second Lien Notes Collateral Agent shall only give any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Second Lien Collateral Agreement (Sotera Health Co), Second Lien Collateral Agreement (Sotera Health Topco, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section 2.05;
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent (to the extent required by Section 2.02) in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors in writing of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05(b) shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived or are no longer continuing, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.05 and that remain in such accountaccount and the right of the Grantors to receive and retain any and all dividends, interest principal and other distributions paid on or distributed in respect of the Pledged Securities pursuant to paragraph (a)(iii) of this Section 2.05 shall be reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors in writing of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived or are no longer continuing, each Grantor all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.05 shall be reinstated.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall may only be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Collateral Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
(e) Each Grantor consents to the grant by each other Grantor of a security interest in all Pledged Collateral to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Equity Interest constituting an interest in a partnership, limited partnership or limited liability company to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or limited partnership or as a member in any limited liability company with all the rights and powers related thereto.
Appears in 2 contracts
Samples: Parent Security Agreement (Pinnacle Foods Inc.), Security Agreement (Pinnacle Foods Finance LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes case of an Event of Default under paragraph (h) or (i) of Section 7.01 of the Credit Agreement, the Collateral Agent shall have notified the Issuer Grantors that the rights of the Grantors Grantors’ rights, in whole or in part, under this Section 2.06 3.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected materially and adversely to affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the any other Secured Parties Party under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 3.05(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, and required to be delivered to the Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so in which they shall have been received (with any necessary endorsement reasonably endorsements, stock or note powers and other instruments of transfer requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (h) or (i) of Section 7.01 of the Credit Agreement, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or and other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (bSection 3.05(b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Administrative Agent has received from the Borrower satisfactory evidence relating to any such cure, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (h) or (i) of Section 7.01 of the Credit Agreement, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.063.05(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.05(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.063.05(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 3.05(a): (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 3.05(a)(i) or paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer U.S. Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and Credit Agreement, the other Notes DocumentsLoan Documents and each Permitted Debt Offering Agreement; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other First Lien Secured Parties under this Agreement, the Indenture Credit Agreement, any other Loan Document or any other Notes Document Permitted Debt Offering Agreement or the ability of the First Lien Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Documents Loan Documents, each Permitted Debt Offering Agreement and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the First Lien Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer U.S. Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer U.S. Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders under the Credit Agreement or the then Applicable First Lien Representative, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06above.
(d) Any notice given by the Notes Collateral Agent to the Issuer U.S. Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Borrower in writing that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Equity or any part thereof for any purpose consistent with not prohibited by the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities Equity or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iiib) Each Except upon notice given by the Administrative Agent to the Borrower following the occurrence and during the continuance of any Default under Section 7.01(h) or 7.01(i) of the Credit Agreement (including commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) or any other Event of Default pursuant to Section 7.01 of the Credit Agreement, each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Equity to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith promptly delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent).
(bc) Subject Upon notice given by the Administrative Agent to the terms of the Intercreditor Agreement, upon Borrower following the occurrence and during the continuance of an any Default under Section 7.01(h) or 7.01(i) of the Credit Agreement (including commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party) or any other Event of Default, after the Notes Collateral Agent shall have notified the Issuer Default pursuant to Section 7.01 of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06Credit Agreement, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiib) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor Grantor, contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiib) of this Section 2.06 and that remain in such account.
(cd) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent (at the direction, or with the consent, of the Required Lenders) shall have notified provided notice to the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06 and the Administrative Agent shall have all the obligations it would otherwise have under paragraph (a)(ii) of this Section 2.06.
(de) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing (or by telephone if promptly confirmed in writing), (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iiib) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes case of a Bankruptcy Event of Default, the Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Credit Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) aboveSection 2.06(a)(i), in each case as shall be specified in such request.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Credit Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the applicable Secured Parties and shall shall, if certificated and to the extent required by Section 2.02, be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default and, other than in the case of a Bankruptcy Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributionsdistributions as part of the Pledged Collateral, subject to Section 2.07 and the last sentence of this Section 2.06(b). All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from Agent and the other property or funds of such Grantor Secured Parties and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (bSection 2.06(b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived, and the Notes Borrower has delivered to the Collateral Agent a certificate of an Authorized Officer to such effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 an Event of Default and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default and, other than in the case of a Bankruptcy Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powerspowers subject to Section 2.07 and the last sentence of this Section 2.06(c); provided that, unless otherwise directed by Holders of more than 50% the Requisite Lenders in principal amount of the total outstanding Noteswriting, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, and the Borrower has delivered to the Collateral Agent a certificate of an Authorized Officer to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors Borrower under paragraph (aSection 2.05 or Section 2.06(a) of this Section 2.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Second Lien Pledge and Security Agreement (Fusion Connect, Inc.), First Lien Pledge and Security Agreement (Fusion Connect, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.05 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of in this Agreement, the Indenture Credit Agreement and the other Notes Credit Documents; , provided that that, except as expressly permitted under the Credit Agreement, such rights and powers shall not be exercised in any manner that could would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties Creditors under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Credit Document or the ability of the Secured Parties Creditors to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, not prohibited by the terms and conditions of the IndentureCredit Agreement, the other Notes Credit Documents and applicable Laws; laws, provided that (x) any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties Creditors and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by as described in Section 3.03(c) or otherwise) and (y) any Article 9 Collateral so received shall be subject to the Notes Collateral Agent)applicable provisions of Article IV hereof.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance continuation of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors in writing of the suspension of the their rights of the Grantors under paragraph (a)(iiia)(ii) of this Section 2.063.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiia)(ii) of this Section 2.06 3.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Creditors, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon written demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.02.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance continuation of an Event of Default, after the Notes Collateral Agent shall have notified in writing the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.063.05, then all rights of any Grantor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, 3.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers; , provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance continuation of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06above.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 3.05 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iiia)(ii) of this Section 2.06 3.05 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc), Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the Collateral Agent a certificate to such effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the rights of the ABL Agent under the ABL Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.06, (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSections 2.06(a)(i) or paragraph (a)(iiiiii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:suspended (provided that no such notice shall be required upon the occurrence of an Event of Default under Section 7.01(h) or 7.01(i) of the Credit Agreement):
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property properties but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05 (to the extent that such notice is otherwise required by paragraph (a) of this Section 2.05), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that to the extent directed by the Required Lenders, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property properties or funds of such Grantor and shall be forthwith promptly delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and and, to the extent so received, shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Collateral Agreement (American Public Education Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Borrower that the Obligors' rights of the Grantors under this Section 2.06 7.3.6 are being suspended:
(i) Each Grantor Obligor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each GrantorObligor, or cause to be executed and delivered to each Grantorit, all such proxies, powers of attorney and other instruments as each Grantor such Obligor may reasonably request for the purpose of enabling such Grantor Obligor to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to subparagraph clause (i) above.
(iii) Each Grantor Obligor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the its Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenturethis Agreement, the other Notes Loan Documents and applicable Applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromObligor, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties Administrative Agent, shall be segregated from other Property or funds of such Obligor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the Obligors' rights of the Grantors under paragraph clause (a)(iii) of this Section 2.067.3.6, then all rights of any Grantor the Obligors to dividends, interest, principal or other distributions that such Grantor Obligor is authorized to receive pursuant to paragraph clause (a)(iii) of this Section 2.06 7.3.6 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor Obligor contrary to the provisions of this Section 2.06 7.3.6 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property Property or funds of such Grantor Obligor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property Property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.shall
Appears in 1 contract
Samples: Term Loan and Security Agreement (DXP Enterprises Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Administrative Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). So long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the Administrative Agent a certificate to such effect, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the Administrative Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Administrative Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.06, (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSections 2.06(a)(i) or paragraph (a)(iiiiii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Administrative Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 2.04 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Revolving Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Revolving Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureRevolving Credit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, to the extent required by the Collateral and Guarantee Requirement, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, 2.04. then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.04 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.04 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and and, subject to the terms of the Intercreditor Agreement, shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Parent Borrower has delivered to the Collateral Agent a certificate to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.04 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06, 2.04. then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.04, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.04, shall cease, and all such rights shall thereupon become become, subject to the terms of the Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default under any Covered Document shall have occurred and be continuing and the Notes Collateral Agent (at the direction of the Controlling Secured Parties) shall have notified provided prior written notice to the Issuer Pledgor that the rights of the Grantors Pledgor under this Section 2.06 2.05 are being suspended:
(i) Each Grantor the Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Equity or any part thereof thereof, and the Pledgor agrees that it shall exercise such rights for any purpose purposes consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Covered Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to each Grantorthe Pledgor, or cause to be executed and delivered to each Grantorthe Pledgor, all such proxies, powers of attorney and other instruments as each Grantor the Pledgor may reasonably request for the purpose of enabling such Grantor the Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 2.05(a)(i); and
(iii) Each Grantor the Pledgor shall be entitled to receive receive, retain and retain use (free and clear of any Lien hereunder, except as provided in the proviso to this Section 2.05(a)(iii)) any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Covered Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged DebtEquity, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Capital Stock of the issuer of any Pledged Securities Issuer or received in exchange for Pledged Securities Equity or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer the Issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantorthe Pledgor, shall not be commingled by such Grantor the Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent), to the extent delivery thereof is required pursuant to Section 2.02. So long as no Event of Default under any Covered Document has occurred and is continuing, the Collateral Agent shall promptly deliver to the Pledgor any Pledged Equity in its possession if requested to be delivered to the Issuer in connection with any exchange or redemption of such Pledged Equity not prohibited by the Covered Documents in accordance with this Section 2.05(a)(iii).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of DefaultDefault under any Covered Document, after the Notes Collateral Agent (at the direction of the Controlling Secured Parties) shall have notified provided the Issuer Pledgor with prior written notice of the suspension of the Pledgor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05(a)(iii), then all rights of any Grantor the Pledgor to dividends, interest, principal or other distributions that such Grantor the Pledgor is authorized to receive pursuant to paragraph (a)(iiiSection 2.05(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that, unless otherwise directed in accordance with Section 3.02(e), the Collateral Agent shall have the right from time to time during the continuance of an Event of Default under any Covered Document to permit the Pledgor to exercise such rights. All dividends, interest, principal or other distributions received by any Grantor the Pledgor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor the Pledgor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (bSection 2.05(b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.023.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor the Pledgor (without interest) all dividends, interest, principal or other distributions that such Grantor the Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of DefaultDefault under any Covered Document, after the Notes Collateral Agent (at the direction of the Controlling Secured Parties) shall have notified provided the Issuer Pledgor with prior written notice of the suspension of the Pledgor’s rights under Section 2.05(a)(i), subject to receipt of any applicable regulatory approvals, all rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(iSection 2.05(a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powerspowers (at the direction of the Controlling Secured Parties); provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notesaccordance with Section 3.02(e), the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default under any Covered Document to permit the Grantors Pledgor to exercise such rights. After all Events of Default have been cured or waived, each Grantor the Pledgor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor the Pledgor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05(a)(i).
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge Agreement (PG&E Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Company in writing that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Equity or any part thereof for any purpose consistent with not prohibited by the terms of this Agreement, the Indenture and the other Notes Indenture Documents; provided that such rights and powers shall not be exercised in any manner that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities Equity or the rights and remedies of any of the Notes Collateral Agent or the other Notes Secured Parties under this Agreement, the Indenture or any other Notes Indenture Document or the ability of the Notes Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iiib) Each Except upon notice given by the Collateral Agent to the Company following the occurrence and during the continuance of any Default under Section 6.01(9) or 6.01(10) of the Indenture (including commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Grantor) or any other Event of Default pursuant to Section 6.01 of the Indenture, each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Equity to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Indenture Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Notes Secured Parties and shall be forthwith promptly delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(bc) Subject Upon notice given by the Collateral Agent to the terms of the Intercreditor Agreement, upon Company following the occurrence and during the continuance of an any Default under Section 6.01(9) or 6.01(10) of the Indenture (including commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Grantor) or any other Event of Default, after the Notes Collateral Agent shall have notified the Issuer Default pursuant to Section 6.01 of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06Indenture, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiib) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor Grantor, contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiib) of this Section 2.06 and that remain in such account.
(cd) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided notice to the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of that the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06 and the Collateral Agent shall have all the obligations it would otherwise have under paragraph (a)(ii) of this Section 2.06.
(de) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing (or by telephone if promptly confirmed in writing), (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iiib) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable LawsRequirements of Law; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged CollateralCollateral (except to the extent such dividends, interest, principal or other distributions would constitute Excluded Equity Interests) and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall ceasecease (unless such dividends, interest, principal or other distributions are expressly permitted by the Credit Agreement or the other Loan Documents during an Event of Default), and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, (i) the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.05 and that remain in such accountaccount and (ii) all rights vested in the Administrative Agent pursuant to this paragraph (b) shall cease and the Grantors shall have the exclusive right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral they would otherwise be entitled to pursuant to paragraph (a)(iii) of this Section 2.05.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event in accordance with paragraphs (b) and (c) of Default has occurred and is continuingthis Section.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer that the rights of the Grantors under this Section 2.06 are being suspended:suspended (subject to the terms of the Intercreditor Agreement):
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner or holder of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Covered Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Covered Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Covered Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged DebtCollateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Capital Stock of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Default and after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All Subject to the terms of the Intercreditor Agreement, all dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand request in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Second Lien Security Agreement
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified given one (1) Business Days’ advance written notice to the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) : Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner or holder of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) , unless such exercise of powers is in connection with an action permitted by the Credit Agreement. The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) . Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged DebtCollateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and, to the extent required by the terms of this Agreement and the other Loan Documents, shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject . So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor at such Grantor’s expense any Pledged Securities in its possession if requested in writing to be delivered to the terms issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Intercreditor Agreement, upon Credit Agreement in accordance with this Section 2.06(a)(iii). Upon the occurrence and during the continuance of an Event of Default, Default and after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under in accordance with paragraph (a)(iii) of this Section 2.062.06 (provided that, no such notice shall be required in the event of any bankruptcy or insolvency of any Grantor), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.such
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent Trustee shall have notified provided at least one (1) Business Day’s prior written notice to the Issuer that the rights of the Grantors under this Section 2.06 2.07 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof and each Grantor agrees that it shall exercise such rights for any purpose purposes consistent with the terms of this Agreement, the Indenture Indentures and the other Notes Collateral Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent Trustee shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureIndentures, the other Notes Collateral Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Initial Pledged Equity, Permanent Pledged Equity or Initial Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Initial Pledged Collateral or the Permanent Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent Trustee and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent Trustee pursuant to Section 2.02(a) and in the same form as so received (with any necessary endorsement or any endorsement reasonably requested by the Notes Collateral AgentTrustee). So long as no Default or Event of Default has occurred and is continuing, the Collateral Trustee shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Indentures in accordance with this Section 2.06(a)(iii).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent Trustee shall have notified provided at least one (1) Business Day’s prior written notice to the Issuer of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(iii) of this Section 2.062.07, then then, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.07 shall cease, and all such rights shall thereupon become vested in the Notes Collateral AgentTrustee, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.07 shall be held in trust for the benefit of the Notes Collateral AgentTrustee, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Trustee may agree in its reasonable discretion) delivered to the Notes Collateral Agent Trustee upon demand in the same form as so received (with any necessary endorsement or any endorsement reasonably requested by the Notes Collateral AgentTrustee). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent Trustee pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent Trustee in an account to be established by the Notes Collateral Agent Trustee upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent Trustee shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions received by it that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.07 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent Trustee shall have notified provided at least one (1) Business Day’s prior written notice to the Issuer of the suspension of the its rights of the Grantors under paragraph (a)(i) of this Section 2.062.07, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.07, and the obligations of the Notes Collateral Agent Trustee under paragraph (a)(ii) of this Section 2.062.07, shall cease, and all such rights shall thereupon become vested in the Notes Collateral AgentTrustee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of that the total outstanding Notes, the Notes Collateral Agent Trustee shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Collateral Trustee under paragraph (a)(ii) of this Section 2.062.07 shall be reinstated.
(d) Any notice given by the Notes Collateral Agent Trustee to the Issuer suspending the rights of the Grantors under paragraph (a) of Section 2.06 or this Section 2.06 2.07 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 2.07 in part without suspending all such rights (as specified by the Notes Collateral Agent Trustee in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral AgentTrustee’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge and Security Agreement (Finance of America Companies Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Parent Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash non-cash (and non-cash equivalent) dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Parent Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Parent Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Administrative Agent. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Parent Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, or by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Secured Credit Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the applicable Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after any required FCC approval, and after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 in the absence of an Event of Default and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after any required FCC approval, and after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06above.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, and after any required FCC approval, the Collateral Agent shall not be required to give any notice referred to in said Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Targa Resources Investments Inc.)
Voting Rights; Dividends and Interest. (a) Unless Subject to the terms of the Intercreditor Agreement, unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Second Lien Agent shall have notified the Issuer Issuers that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Second Lien Note Indenture and the other Notes Second Lien Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Second Lien Agent or the other Second Lien Secured Parties under this Agreement, the Second Lien Note Indenture or any other Notes Second Lien Document or the ability of the Second Lien Secured Parties to exercise the same.
(ii) The Notes Collateral Second Lien Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Second Lien Note Indenture, the other Notes Second Lien Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromtherefrom and, subject to the terms of the Intercreditor Agreement, shall be held in trust for the benefit of the Notes Collateral Second Lien Agent and the Second Lien Secured Parties and shall be forthwith delivered to the Notes Collateral Second Lien Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Second Lien Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Second Lien Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.have
Appears in 1 contract
Samples: Second Lien Security Agreement
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Pari Passu Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Pari Passu Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Pari Passu Collateral Agent or the any other Secured Parties Party under this Agreement, the Indenture Agreement or any other Notes Pari Passu Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Pari Passu Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Pari Passu Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, and required to be delivered to the Pari Passu Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Pari Passu Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Pari Passu Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Pari Passu Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 Section, shall cease, and all such rights shall thereupon become vested in the Notes Pari Passu Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Pari Passu Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Pari Passu Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Pari Passu Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Pari Passu Collateral Agent in an account to be established by the Notes Pari Passu Collateral Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Pari Passu Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Borrower has delivered to the Pari Passu Collateral Agent a certificate of a Financial Officer of the Borrower to that effect, upon which the Pari Passu Collateral Agent may conclusively rely, the Notes Pari Passu Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Pari Passu Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Pari Passu Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Pari Passu Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesDirecting Party, the Notes Pari Passu Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Pari Passu Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Pari Passu Collateral Agent in its sole and absolute discretionAgent) and without waiving or otherwise affecting the Notes Pari Passu Collateral Agent’s rights 's right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i2.06(i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (ReAble Therapeutics Finance LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.05 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, therefrom and shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as in which so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account6.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Collateral and Guarantee Agreement (Healthsouth Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Equity Interests or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Equity Interests or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Equity Interests to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities Equity Interests or received in exchange for Pledged Securities Equity Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to receive and retain such amounts. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Administrative Agent shall have notified the Issuer that the rights of given to the Grantors at least two (2) Business Days’ prior notice that their rights under this Section 2.06 2.05 are being suspended:suspended:2
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) aboveof this Section; and 2 NTD: Changes in this section per term sheet.
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable LawsRequirements of Law; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged CollateralCollateral (except to the extent such dividends, interest, principal or other distributions would constitute Excluded Equity Interests) and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified given to the Issuer Grantors at least two (2) Business Days’ prior notice of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall ceasecease (unless such dividends, interest, principal or other distributions are expressly permitted by the Credit Agreement or the other Loan Documents during an Event of Default), and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, (i) the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.05 and that remain in such accountaccount and (ii) all rights vested in the Administrative Agent pursuant to this paragraph (b) shall cease and the Grantors shall have the exclusive right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral they would otherwise be entitled to pursuant to paragraph (a)(iii) of this Section 2.05.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified given to the Issuer Grantors at least two (2) Business Days’ prior notice of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall must be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event in accordance with paragraphs (b) and (c) of Default has occurred and is continuingthis Section.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided PROVIDED that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided PROVIDED that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsed in a manner reasonably requested by satisfactory to the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.Collateral
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Wilmar Holdings Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer that the rights of the Grantors under this Section 2.06 are being suspendedcontinuing:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.thereof;
(ii) The Notes Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above., in each case, as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent; and
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, Credit Agreement and the other Notes Documents and applicable LawsLoan Documents; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 at the Collateral Agent’s option (expressed in writing to the Borrower) shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.06(b) shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, and the Notes Borrower has delivered to the Collateral Agent a certificate to that request, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, and the Borrower has delivered to the Collateral Agent a certificate to that request, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (aa)(ii) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuingreinstated.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Capital Stock or Pledged Debt Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder an owner of any Pledged Capital Stock or Pledged Debt Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Collateral Agent or the other Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Capital Stock and Pledged Debt Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Capital Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as in which it shall have been so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, waived and the Notes Collateral Agent shall have received an Officers’ Certificate to that effect, the Collateral Agent shall, promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06Section, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06Section, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06Section, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Collateral Agent shall have received written objections thereto from the Trustee (acting in accordance with the Indenture) or the Holders of more than 50at least 25% in aggregate principal amount of the total outstanding NotesSecurities, the Notes Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same., unless such exercise of rights and powers is in connection with an action permitted under the Credit Agreement;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section;
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral Agent, Administrative Agent and the other Secured Parties shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Note Documents and the other Notes Revolving Facility Documents; , provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture or any other Notes Document Note Documents and the Revolving Facility Documents or the ability of the Secured Parties to exercise the same.;
(ii) The Notes the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.;
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, Note Documents and the other Notes Revolving Facility Documents and applicable Laws; laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.02.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Shea Homes Limited Partnership)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified provided the Issuer Borrowers with prior written notice that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Borrowers with prior written notice of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Borrowers have delivered to the Collateral Agent a certificate to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Borrowers with prior written notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrowers have delivered to the Collateral Agent a certificate of a Responsible Officer to that effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06 and the Collateral Agent shall have all the obligations it would otherwise have under paragraph (a)(ii) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified provided prior notice to the Issuer Borrower that the rights of the Grantors under this Section 2.06 2.06(a) are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith promptly (and in any event within twenty (20) Business Days (or such longer period as the Collateral Agent may agree in its discretion) delivered to the Notes Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted pursuant to the terms of the Credit Agreement.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and and, subject to the Intercreditor Agreement, all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.06(b) shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor Grantor, subject to the terms of the Intercreditor Agreement, and shall be forthwith promptly (and in any event within twenty (20) Business Days (or such longer period as the Collateral Agent may agree in its discretion) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waivedshall, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant prior to the terms Discharge of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject First Lien Obligations, be delivered to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.First Lien
Appears in 1 contract
Samples: Second Lien Security Agreement
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent not inconsistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; , provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) aboveabove (including for the purpose of reinstating any such rights and powers after the cure or waiver of any Event of Default).
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Parent Borrower has delivered to the Administrative Agent a certificate to that effect, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, but after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, 2.06 and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; , provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Domestic Security Agreement (Indalex Holdings Finance Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.05 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, therefrom and shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent); provided, further, that non-cash consideration received from Permitted Debt Activities shall not be required to be so held separate and apart.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as in which so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Collateral and Guarantee Agreement (Healthsouth Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Credit Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Credit Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) aboveSection 2.06(a)(i), in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Credit Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall shall, if certificated and to the extent required by Section 2.02, be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions, subject to Section 2.07 and the last sentence of this Section 2.06(b). All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (bSection 2.06(b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and, other than in the case of a waiver of which the Collateral Agent is aware, the Notes Borrower has delivered to the Collateral Agent a certificate to such effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 an Event of Default and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, subject to Section 2.07 and the last sentence of this Section 2.06(c); provided that, unless otherwise directed by Holders of more than 50% the Requisite Lenders in principal amount of the total outstanding Noteswriting, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and, other than in the case of a waiver of which the Collateral Agent is aware, the Borrower has delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i2.06(a)(i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), 2.06(b) or 2.06(c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in such Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Company that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Note Purchase Agreement and the other Notes Note Documents; provided that such rights and powers shall not be exercised in any manner manner, except as may be permitted under this Agreement, the Note Purchase Agreement and the other Note Documents, that could would materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Note Purchase Agreement or any other Notes Note Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes So long as no Event of Default shall have occurred and be continuing and thereafter so long as the Company has not received written notice from the Collateral Agent that the rights of the Grantors under this Section 2.06 are being suspended and to the extent required under applicable Law (including any Gaming Law), the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall, if necessary, execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureNote Purchase Agreement, the other Notes Note Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and and, subject to the Intercreditor Agreement, shall be forthwith promptly (and in any event within 30 days) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Company of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall (together with each other First Lien Agent (as defined in the Intercreditor Agreement) shall, subject to the Intercreditor Agreement, have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within 30 days) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Company notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall (together with each other First Lien Agent (as defined in the Intercreditor Agreement)) shall, subject to the Intercreditor Agreement, have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of that the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the direction of the holders of a majority in the aggregate principal amount of the Secured Obligations outstanding at such time. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Company suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.this
Appears in 1 contract
Samples: Security Agreement (Global Cash Access Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner or holder of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged DebtCollateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, Default and after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand request in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Heinz H J Co)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Agent shall have notified the Issuer Grantors in writing that the their rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Noteholder Secured Parties under this Agreement, the Indenture Agreement or any other Notes Document or the ability of the Noteholder Secured Parties to exercise the same., unless such exercise of rights and powers is in connection with an action permitted under the Indenture and the other Notes Documents;
(ii) The the Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, at such Grantor’s sole expense, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (ia)(i) above.of this Section; and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, premium and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal principal, premium and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal principal, premium or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrombe, shall be subject to the Pari Passu Intercreditor Agreement, held in trust for the benefit of the Notes Collateral Agent Trustee and the other Noteholder Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Notes Collateral Agent, at such Grantor’s sole expense, shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any sale, transfer, disposition, exchange or redemption of such Pledged Securities permitted by the Indenture in accordance with this Section 2.05(a)(iii), subject to receipt by the Notes Collateral Agent of a certificate of a Responsible Officer of the Issuer with respect thereto and other documents reasonably requested by the Notes Collateral Agent.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any Grantor to dividends, interest, principal principal, premium or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal principal, premium or other distributions, subject to the Pari Passu Intercreditor Agreement. All dividends, interest, principal principal, premium or other distributions received by any Grantor upon the occurrence and during the continuance of an Event of Default contrary to the provisions of this Section 2.06 2.05 shall be be, subject to the terms of the Pari Passu Intercreditor Agreement, held in trust for the benefit of the Notes Collateral Agent, Agent and the other Noteholder Secured Parties and shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement endorsements, stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall and, to the extent so received, shall, subject to any applicable Intercreditor Agreement entered into pursuant to the Indenture, be applied in accordance with the provisions of Section 4.026.13 of the Indenture. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the Notes Collateral Agent a certificate of a Responsible Officer of the Issuer to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal principal, premium or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.05 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified and upon three (3) Business Days’ notice to the Issuer or the applicable Grantor of the suspension of the such Grantor’s rights of the Grantors under paragraph (a)(i) of this Section 2.062.05, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and and, subject to the Pari Passu Intercreditor Agreement, all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Issuer has delivered to the Notes Collateral Agent a certificate of a Responsible Officer of the Issuer to that effect, each Grantor all rights vested in the Notes Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.05.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors, as applicable, suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 2.05 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 2.05 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as rights; provided that the Notes Collateral Agent shall only give any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default or a Cash Dominion Event, as applicable, shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Lead Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the applicable Secured Parties and shall be forthwith delivered to the Notes Collateral Agent (unless the same are required to be delivered (and are delivered) to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any endorsement as may be reasonably necessary endorsement reasonably requested by to perfect the Notes security interest of the Collateral Agent). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an a Cash Dominion Event or Event of Default, as applicable, after the Notes Collateral Agent shall have notified the Issuer Lead Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions, subject to the terms of the Intercreditor Agreement. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand (unless the same are required to be delivered (and are delivered) to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events At such time as a Cash Dominion Event or Event of Default have been cured or waivedis no longer continuing, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 a Cash Dominion Event or an Event of Default and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Lead Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, subject to the terms of the Intercreditor Agreement; provided that, unless otherwise directed by Holders of more than 50% in principal amount of that the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Lead Borrower suspending the rights of the Grantors under paragraph Section 2.06(a)(i): (a) of this Section 2.06 (ix) shall be given in writing, (iiy) may be given with respect to one or more of the Grantors at the same or different times and (iiiz) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iiiiii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as a Cash Dominion Event or an Event of Default Default, as applicable, has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Samples: Security Agreement (Dominion Textile (Usa), L.L.C.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Applicable Canadian Borrower that the its rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor The Applicable Canadian Borrower shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities Collateral or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantorthe Applicable Canadian Borrower, or cause to be executed and delivered to each Grantorthe Applicable Canadian Borrower, all such proxies, powers of attorney and other instruments as each Grantor the Applicable Canadian Borrower may reasonably request for the purpose of enabling such Grantor the Applicable Canadian Borrower to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (i) above.
(iii) Each Grantor The Applicable Canadian Borrower shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the its Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenturethis Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Stock of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromthe Applicable Canadian Borrower, shall be held in trust for the benefit of the Notes Collateral Agent and Agent, shall be segregated from other property or funds of the Secured Parties Applicable Canadian Borrower and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Applicable Canadian Borrower of the suspension of the its rights of the Grantors under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor the Applicable Canadian Borrower to dividends, interest, principal or other distributions that such Grantor the Applicable Canadian Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor the Applicable Canadian Borrower contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor the Applicable Canadian Borrower and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property property, shall be held as security for the Applicable Canadian Borrower Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.6. After all Events of Default have been cured or waivedwaived and Agent shall have received a certificate from a Senior Officer of Loan Party Agent to that effect, the Notes Collateral Agent shall promptly repay remit to each Grantor the Applicable Canadian Borrower (without interest) all dividends, interest, principal or other distributions that such Grantor the Applicable Canadian Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Applicable Canadian Borrower of the suspension of the its rights of the Grantors under paragraph (a)(i) of this Section 2.06Section, then all rights of any Grantor the Applicable Canadian Borrower to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06Section, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06Section, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during to, in its sole discretion, notwithstanding the continuance of an Event of Default Default, to permit the Grantors Applicable Canadian Borrower to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06powers.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Loan, Security and Guarantee Agreement (South Texas Supply Company, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided PROVIDED that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided PROVIDED that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Parent Borrower has delivered to the Collateral Agent a certificate to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.063.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, 3.06 and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, 3.06 shall cease, cease and all such rights shall thereupon become vested in the Notes Collateral Agent, Agent which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided PROVIDED that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Grantors suspending the their rights of the Grantors under paragraph (a) of this Section 2.06 3.06 (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s 's rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent (acting at the written direction of the Required Lenders) shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 3.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request (and in form and substance reasonably satisfactory to the Collateral Agent) for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.063.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 3.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Allegiant Travel CO)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified provided at least one (1) Business Day’s prior written notice to the Issuer Lead Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor and Foreign Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof and each Grantor and Foreign Grantor agrees that it shall exercise such rights for any purpose purposes consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly (after reasonable advance notice by such Grantor or Foreign Grantor) execute and deliver to each Grantor or Foreign Grantor, as applicable, or cause to be executed and delivered to each such Grantor or Foreign Grantor, as applicable, all such proxies, powers of attorney and other instruments as each such Grantor or Foreign Grantor may reasonably request for the purpose of enabling such Grantor or Foreign Grantor, as applicable, to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor and Foreign Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor or Foreign Grantor, as applicable, shall not be commingled by such Grantor or Foreign Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent pursuant to Section 2.02(a) and in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor or Foreign Grantor, as applicable, any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrowers of the suspension of the Grantors’ or Foreign Grantor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor or Foreign Grantor, as applicable, to dividends, interest, principal or other distributions that such Grantor or Foreign Grantor, as applicable, is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor or Foreign Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor or Foreign Grantor, as applicable, and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall shall, subject to any applicable Intercreditor Agreement, be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waivedwaived and the Borrowers have delivered to the Collateral Agent a certificate of a Responsible Officer of each of the Borrowers to that effect, the Notes Collateral Agent shall promptly repay to each Grantor or Foreign Grantor, as applicable, (without interest) all dividends, interest, principal or other distributions that such Grantor or Foreign Grantor, as applicable, would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified provided the Issuer Borrowers with notice of the suspension of the its rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor or Foreign Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors or Foreign Grantor to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrowers have delivered to the Collateral Agent a certificate of a Responsible Officer of each of the Borrowers to that effect, each Grantor or Foreign Grantor, as applicable, shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor or Foreign Grantor, as applicable, would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.062.06 shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors Borrowers under paragraph (a) of this Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors or Foreign Grantor, as applicable, at the same or different times and (iii) may suspend the rights of the Grantors or Foreign Grantor, as applicable, under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Bumble Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Parent that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Subject to Section 2.06(c), each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring reasonably be expected to have a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the sameMaterial Adverse Effect.
(ii) The Notes Subject to Section 2.06(b) below, the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly (and in any event within forty-five (45) days after receipt thereof or such longer period as to which the Collateral Agent may agree in its discretion) delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Parent of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then then, subject to applicable Law, all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested vested, for the benefit of the Secured Parties, in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within forty-five (45) days or such longer period as to which the Collateral Agent may agree in its discretion) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain have not been applied in such accountaccordance with this Section 2.06(b).
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer provided Parent with notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then then, subject to applicable Law, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived, (i) each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.062.06 and (ii) the obligations of the Collateral Agent pursuant to the terms of paragraph (a)(i) of this Section 2.06 shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Parent suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture First Lien Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture First Lien Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureFirst Lien Credit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.shall
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 2.04 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Revolving Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Revolving Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureRevolving Credit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, to the extent required by the Collateral and Guarantee Requirement, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.062.04, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.04 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.04 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and and, subject to the terms of the Intercreditor Agreement, shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Parent Borrower has delivered to the Collateral Agent a certificate to that effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.04 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(i) of this Section 2.062.04, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.04, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.04, shall cease, and all such rights shall thereupon become become, subject to the terms of the Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Term Debt Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Agreement or any other Notes Term Debt Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureBridge Loan Agreement, the any other Notes Term Debt Documents and applicable Laws; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the applicable Secured Parties and shall be forthwith delivered to the Notes Collateral Agent (unless the same are required to be delivered (and are delivered) to the Revolving Facility Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions, subject to the terms of the Intercreditor Agreement. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand (unless the same are required to be delivered (and are delivered) to the Revolving Facility Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events At such time as an Event of Default have been cured or waivedis no longer continuing, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 an Event of Default and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, subject to the terms of the Intercreditor Agreement; provided that, unless otherwise directed by Holders of more than 50% in principal amount of that the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (aSection 2.06(a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iiiiii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default Default, has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Samples: Security Agreement (Ahny-Iv LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantors that the their rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Revolving Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Revolving Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureRevolving Credit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantors of the suspension of the their rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account4.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Grantor or Member, as applicable, in writing, that the its rights of the Grantors under this Section 2.06 2.05 are being suspended:
(i) Each The Grantor or Member, as applicable, shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided provided, however, that such rights and powers shall not be exercised in any manner that could be reasonably expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, Agreement or the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantorthe Grantor or Member, as applicable, or cause to be executed and delivered to each Grantorthe Grantor or Member, as applicable, all such proxies, powers of attorney and other instruments Instruments as each Grantor such party may reasonably request for the purpose of enabling such Grantor it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each The Grantor or Member, as applicable, shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaws; provided provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Stock or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantorthe Grantor or Member, as applicable, shall not be commingled by such Grantor it with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties Lenders and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to During the terms of the Intercreditor Agreement, upon the occurrence and during the continuance existence of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Grantor or Member, as applicable, in writing, of the suspension of the its rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05, then all rights of any the Grantor to dividends, interest, principal or other distributions that such Grantor it is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 2.05 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any the Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.this
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes Collateral case of an Event of Default under paragraph (h) or (i) of Article VII of the Credit Agreement, the Administrative Agent shall have notified provided 3 Business Days’ notice to the Issuer Grantors that the rights of the Grantors rights, in whole or in part, under this Section 2.06 2.05 are being suspended:
(i) Each each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent not inconsistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Administrative Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.Section 2.05(a)(i); and
(iii) Each each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Notes Documents and applicable LawsCollateral; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any Grantor, shall not required to be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefromdelivered to the Administrative Agent hereunder, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Administrative Agent in the same form as so in which they shall have been received (with any necessary endorsement endorsements, stock or note powers, allonges and other instruments of transfer reasonably requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (h) or (i) of Article VII of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantor’s rights of the Grantors under paragraph (a)(iii) of this Section 2.062.05(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease2.05(a)(iii), and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or and other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Administrative Agent upon demand in the same form as so in which they shall have been received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (bSection 2.05(b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment of the Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under paragraph (h) or (i) of Article VII of the Credit Agreement, after the Notes Collateral Administrative Agent shall have notified the Issuer Grantors of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(i) of this Section 2.062.05(a)(i), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedor, each Grantor all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers that such Grantor they would otherwise be entitled to exercise pursuant prior to the terms of paragraph (a)(i) of this Section 2.06such vesting.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer Grantors suspending the Grantors’ rights of the Grantors under paragraph (a) of this Section 2.06 2.05(a): (i) shall may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(iSection 2.05(a)(i) or paragraph (a)(iiiSection 2.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Collateral Agreement (Orbotech LTD)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Canadian Collateral Agent shall have notified the Issuer Grantor that the its rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Equity Interests or Pledged Debt Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Financing Documents and the other Intercompany Notes Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder an owner of any Pledged Equity Interests or Pledged Debt Securities or the rights and remedies of any of the Notes Canadian Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any Financing Documents and the other Intercompany Notes Document Documents or the ability of the Canadian Collateral Agent or the other Secured Parties to exercise the same.
(ii) The Notes Canadian Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph paragraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Equity Interests or Pledged Debt Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, Financing Documents and the other Intercompany Notes Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Canadian Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Canadian Collateral Agent in the same form as in which it shall have been so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Canadian Collateral Agent shall have notified the Issuer Grantor of the suspension of the its rights of the Grantors under paragraph (a)(iii) of this Section 2.06Section, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Canadian Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Canadian Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Canadian Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agentendorsement). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Canadian Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Canadian Collateral Agent in an account to be established by the Notes Canadian Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, waived and the Notes Canadian Collateral Agent shall have received a certificate of a Officer of Grantor to that effect, the Canadian Collateral Agent shall, promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Canadian Collateral Agent shall have notified the Issuer Grantor of the suspension of the its rights of the Grantors under paragraph (a)(i) of this Section 2.06Section, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Canadian Collateral Agent under paragraph (a)(ii) of this Section 2.06Section, shall cease, and all such rights shall thereupon become vested in the Notes Canadian Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesCollateral Agent, the Notes Canadian Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors Grantor to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Canadian Collateral Agent to the Issuer Grantor suspending the its rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times by telephone if promptly confirmed in writing and (iiiii) may suspend the rights of the Grantors Grantor under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Canadian Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Canadian Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Canadian Collateral Agreement (Symmetry Holdings Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and and, other than in the Notes Collateral case of an Event of Default under clause (a), (h) or (i) of Section 7.01 of the Credit Agreement, the Administrative Agent shall have notified the Issuer that the Grantor of its intention to exercise its rights of the Grantors under pursuant to this Section 2.06 are being suspended3.05:
(i) Each the Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.;
(ii) The Notes Collateral the Administrative Agent shall (after reasonable advance notice) execute and deliver to each the Grantor, or cause to be executed and delivered to each the Grantor, all such proxies, powers of attorney and other instruments as each the Grantor may reasonably request for the purpose of enabling such the Grantor to exercise or refrain from exercising the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (iSection 3.05(a)(i) above.and to receive the dividends or interest payments that it is authorized to receive pursuant to Section 3.05(a)(iii); and
(iii) Each the Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Lawslaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtDebt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, Collateral and, if received by any the Grantor, and required to be delivered to the Administrative Agent hereunder, shall not be commingled by such the Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the other Secured Parties and shall be forthwith promptly delivered to the Notes Collateral Administrative Agent in the same form as so in which they shall have been received (with any necessary endorsement reasonably endorsements, stock or note powers and other instruments of transfer requested by the Notes Collateral Administrative Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after and upon prior written notice from the Notes Collateral Administrative Agent shall have notified to the Issuer Grantor of the suspension Administrative Agent’s intention to exercise its rights pursuant to this Section 3.05(b) (unless an Event of Default under clause (a), (h) or (i) of Section 7.01 of the Credit Agreement has occurred and is then continuing, in which case no such notice shall be required), all rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such the Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 3.05(a)(iii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or and other distributions received by any the Grantor contrary to the provisions of this Section 2.06 3.05 shall be held in trust for the benefit of the Notes Collateral AgentAdministrative Agent and the other Secured Parties, shall be segregated from other property or funds of such the Grantor and shall be forthwith promptly delivered to the Notes Collateral Administrative Agent upon demand in the same form as so in which they shall have been received (with any reasonably necessary endorsement reasonably requested by the Notes Collateral Agentendorsements, stock powers or other instruments of transfer). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (bSection 3.05(b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Administrative Agent has received from the Grantor satisfactory evidence relating to any such cure, the Notes Collateral Administrative Agent shall promptly repay to each the Grantor (without interest) all dividends, interest, principal or other distributions that such the Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after and upon prior written notice from the Notes Collateral Administrative Agent shall have notified to the Issuer Grantor of the suspension Administrative Agent’s intention to exercise its rights pursuant to this Section 3.05(c) (unless an Event of Default under clause (a), (h) or (i) of Section 7.01 of the Credit Agreement has occurred and is then continuing, in which case no such notice shall be required), all rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise or refrain from exercising the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.05(a)(i), and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.063.05(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided provided, that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors Grantor to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer suspending the rights Grantor of the Grantors Administrative Agent intention to exercise its rights under paragraph (a) of this Section 2.06 3.05: (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times by telephone if promptly confirmed in writing and (iiiii) may suspend the rights and powers of the Grantors Grantor under paragraph (a)(iSection 3.05(a)(i) or paragraph (a)(iiiSection 3.05(a)(iii) of this Section 2.06 in part without suspending all such rights or powers (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights right to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge and Security Agreement (Madison Square Garden Entertainment Corp.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified given the Issuer Borrower prior written notice that the rights of the Grantors Guarantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that that, such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any in contravention of the Notes Collateral Agent or the other Secured Parties under this Credit Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that the payment or making of such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, Credit Agreement the other Notes Documents Loan Documents, and applicable Applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral in accordance with Section 2.01 hereof, to the extent constituting Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith promptly delivered to the Notes Collateral Agent in accordance with and to the extent required by Section 2.02 hereof in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with Section 4.02. After all Events of Default have been cured 2.06(a)(i) or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a)(iii), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(iSection 2.06(a)(i) of this and to receive any dividends and other amounts pursuant to Section 2.062.06(a)(iii), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powerspowers and to receive dividends; provided that, unless otherwise directed by Holders of more than 50% in principal amount of that the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph Section 2.06(a)(i) and, to the extent not otherwise applied to repay Secured Obligations pursuant to the terms of the Loan Documents, the Collateral Agent shall promptly repay to each Grantor (a)(iwithout interest unless such Collateral consists of cash held in a Cash Collateral Account bearing interest) any dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of this Section 2.062.06(a)(iii) which then remain in the Collateral Agent’s possession, each Grantor shall have the exclusive right to receive any dividends and other amounts pursuant to Section 2.06(a)(iii), and the obligations of the Collateral Agent under Section 2.06(a)(ii) shall be reinstated.
(dc) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (aSection 2.06(a)(i) of this or Section 2.06 2.06(a)(iii) (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iiiiii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Credit Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Credit Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Credit Documents and applicable Lawslaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account5.02.
(c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding Notes, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Administrative Agent shall have notified provided prior notice to the Issuer Parent Borrower, subject to Section 5.4 of the ABL Intercreditor Agreement, that the rights of the Grantors Grantor under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof and each Grantor agrees that it shall exercise such rights for any purpose purposes consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Notes Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Administrative Agent shall promptly (after reasonable advance notice) execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Administrative Agent and the Secured Parties and shall be forthwith promptly (and in any event within 10 Business Days) delivered to the Notes Collateral Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified the Issuer Parent Borrower of the suspension of the Grantors’ rights of the Grantors under paragraph (a)(iii) of this Section 2.06, subject to the ABL Intercreditor Agreement, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Administrative Agent, shall be segregated from other property or funds of such Grantor and and, subject to the ABL Intercreditor Agreement, shall be forthwith promptly (and in any event within 10 days) delivered to the Notes Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Administrative Agent). Subject to the terms of the ABL Intercreditor Agreement, any and all money and other property paid over to or received by the Notes Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Administrative Agent in an account to be established by the Notes Collateral Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Administrative Agent shall have notified provided the Issuer Parent Borrower with notice of the suspension of the its rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.06, 2.06 shall cease, cease and all such rights shall thereupon become vested in the Notes Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor the Borrowers would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.062.06 shall be reinstated.
(d) Any notice given by the Notes Collateral Administrative Agent to the Issuer suspending the rights of the Grantors Parent Borrower under paragraph (a) of this Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified provided prior notice to the Issuer Borrower that the rights of the Grantors under this Section 2.06 2.06(a) are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each such Grantor, all such proxies, powers of attorney and other instruments as each such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Securities, to the extent (and only to the extent extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith promptly (and in any event within twenty (20) Business Days (or such longer period as the Collateral Agent may agree in its discretion) delivered to the Notes Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted pursuant to the terms of the Credit Agreement.
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an any Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.062.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.06 shall cease, and and, subject to the Intercreditor Agreement, all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 2.06(b) shall be held in trust for the benefit of the Notes Collateral AgentAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor Grantor, subject to the terms of the Intercreditor Agreement, and shall be forthwith promptly (and in any event within twenty (20) Business Days (or such longer period as the Collateral Agent may agree in its discretion) delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement stock or note powers and other instruments of transfer reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall shall, prior to the Discharge of First Lien Obligations, be delivered to the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement, and after the Discharge of First Lien Obligations, be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.06 any such Event of Default and that remain in such accountaccount and that have not been delivered to the First Lien Collateral Agent, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.062.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.06(a)(i), and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.062.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the terms of the Intercreditor Agreement, vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following upon the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waivedwaived and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iSection 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.06shall be reinstated.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 2.06(a), (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
(e) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Second Lien Security Agreement (Advantage Solutions Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Notes Collateral Agent shall have notified the Issuer Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture Credit Agreement and the other Notes Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Notes Collateral Agent or the other Secured Parties under this Agreement, the Indenture Credit Agreement or any other Notes Loan Document or the ability of the Secured Parties to exercise the same.
(ii) The Notes Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the IndentureCredit Agreement, the other Notes Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the Secured Parties and shall be forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent).
(b) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Notes Collateral Agent). Subject to the terms of the Intercreditor Agreement, any Any and all money and other property paid over to or received by the Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Notes Collateral Agent in an account to be established by the Notes Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.
(c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the Issuer Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Notes Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by Holders of more than 50% in principal amount of the total outstanding NotesRequired Lenders, the Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms teens of paragraph (a)(i) of this Section 2.06.
(d) Any notice given by the Notes Collateral Agent to the Issuer Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract