Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior written notice to the 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 and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 4 contracts

Samples: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (PF2 SpinCo LLC), Security Agreement (Change Healthcare Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided two (2) Business Days prior written notice to the ~~Parent~~ Borrower 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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 not be commingled by such Grantor with any of its other funds or property but shall be held ~~in trust~~ separate and apart therefrom, for the benefit of the ~~Collateral Agent, shall be segregated from other property or funds of such Grantor~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) In order to permit the Administrative 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 Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and after having provided required notice to Borrower of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent shall not exercise voting rights under this Section 2.06 with respect to any Pledged Securities unless and until it has obtained FCC consent to any transfers of control or assignments that would result from the assumption of voting rights for such Pledged Securities (if applicable).

Appears in 4 contracts

Samples: Security Agreement, Security Agreement (Global Eagle Entertainment Inc.), First Lien Security Agreement (Global Eagle Entertainment Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ Company in writing that it is exercising its rights under Article 4 hereof and 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 ~~and each Grantor agrees~~ for any purpose that ~~it shall exercise such rights for purposes consistent with~~ would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) ~~The~~ 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 ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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~~ not prohibited by the Credit ~~Agreement,~~ Agreement or the other Loan ~~Documents and applicable Laws~~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 Collateral Agent and the other Secured Parties and shall be promptly (and in any event ~~within 10 Business Days~~ no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such ~~longer period~~ later date as to which the Collateral Agent may agree in its ~~reasonable~~ discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have notified the ~~Parent Borrower~~ Company in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(iii) of~~ this Section ~~2.06~~2.06 are being suspended, ~~then~~ subject to applicable law, and so long as any Borrowing is outstanding, 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 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 Collateral ~~Agent~~Agent and the other Secured Parties, ~~shall be segregated from other property or funds of such Grantor~~ and shall be promptly (and in any event within 10 thirty (30) days or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 that have not been applied in accordance with the ~~absence~~ provisions 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 Section 4.02 hereof pursuant to ~~paragraph (a)(iii) of~~ this Section ~~2.06 shall be automatically reinstated~~2.06(b). (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Company in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(i) of~~ this Section ~~2.06~~2.06 are being suspended, ~~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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such ~~rights~~rights 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) ~~above,~~ of this Section 2.06 and (ii) the obligations of the Collateral Agent ~~under~~ pursuant to the terms of paragraph (~~a)(ii~~a)(i) of this Section 2.06 shall be reinstated. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Company suspending the rights of the Grantors under ~~Section 2.05 or~~ paragraph (b) 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional written 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 (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/), Term Loan Credit Agreement (Fuller H B Co)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~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~~ thereof, and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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.; 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section 2.06, ~~then~~ 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the ~~Parent~~ Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Summit Materials, LLC), Security Agreement (B&H Contracting, L.P.), Security Agreement (SeaWorld Entertainment, Inc.)

Voting Rights; Dividends and Interest. (a) ~~Unless~~ Subject to the terms of the Intercreditor Agreements, unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided two (2) Business Days prior written notice to the ~~Parent~~ Borrower 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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall (subject to the terms of the Intercreditor Agreements) be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Event of Default has occurred and is continuing, the ~~Collateral~~ 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) ~~Upon~~ Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~Collateral~~ Administrative Agent, which (subject to the terms of the Intercreditor Agreements) 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 not be commingled by such Grantor with any of its other funds or property but shall be held ~~in trust~~ separate and apart therefrom, for the benefit of the ~~Collateral Agent, shall be segregated from other property or funds of such Grantor~~ Administrative Agent and the Secured Parties and shall (subject to the terms of the Intercreditor Agreements) be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall,~~ (subject to ~~any applicable~~ the terms of the Intercreditor ~~Agreement,~~ Agreements) shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) ~~Upon~~ Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) In order to permit the Administrative 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 Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and after having provided required notice to Borrower of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Administrative Agent may (subject to the terms of the Intercreditor Agreements) utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent shall not exercise voting rights under this Section 2.06 with respect to any Pledged Securities unless and until it has obtained FCC consent to any transfers of control or assignments that would result from the assumption of voting rights for such Pledged Securities (if applicable).

Appears in 2 contracts

Samples: Second Lien Security Agreement (Global Eagle Entertainment Inc.), Second Lien Security Agreement (Global Eagle Entertainment Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to ~~the Parent Borrower~~ Holdings that ~~the~~ its rights ~~of the Grantors~~ under this Section ~~2.06~~ 2.05 are being suspended: (i) ~~Each Grantor~~ Holdings 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 ~~each Grantor~~ Holdings agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to ~~each Grantor~~Holdings, or cause to be executed and delivered to ~~such Grantor~~Holdings, all such proxies, powers of attorney and other instruments as ~~such Grantor~~ Holdings may reasonably request for the purpose of enabling ~~such Grantor~~ Holdings to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.; and (iii) ~~Each Grantor~~ Holdings 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 by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity or Pledged Debt~~Equity, 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 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~~Holdings, shall not be commingled by ~~such Grantor~~ Holdings 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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~~ Holdings any Pledged ~~Securities~~ Equity in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged ~~Securities~~ Equity permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~2.05(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified ~~the Parent Borrower in writing~~ Holdings of the suspension of ~~the Grantors’~~ its rights under paragraph (a)(iii) of this Section ~~2.06~~2.05, then all rights of ~~any Grantor~~ Holdings to dividends, interest, principal or other distributions that ~~such Grantor~~ Holdings 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 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~~ Holdings contrary to the provisions of this Section ~~2.06~~ 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of ~~such Grantor~~ Holdings and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~3.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the Collateral Agent shall promptly repay to ~~each Grantor~~ Holdings (without interest) all dividends, interest, principal or other distributions that ~~such Grantor~~ Holdings 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~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided ~~the Parent Borrower~~ Holdings with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights under paragraph (a)(i) of this Section ~~2.06~~2.05, then all rights of ~~any Grantor~~ Holdings to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section ~~2.06~~2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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~~ Holdings to exercise such rights. After all Events of Default have been cured or waived, ~~each Grantor~~ Holdings shall have the exclusive right to exercise the voting and/or consensual rights and powers that ~~such Grantor~~ Holdings 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~~ 2.05 shall be reinstated. (d) Any notice given by the Collateral Agent to ~~the Parent Borrower~~ Holdings under Section ~~2.05~~ 2.04 or Section ~~2.06 (i)~~ 2.05 shall be given in ~~writing, (ii) may be given with respect to one or more Grantors at the same or different times~~ writing and ~~(iii)~~ may suspend the rights of ~~the Grantors~~ Holdings 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 Agreement (SeaWorld Entertainment, Inc.), Pledge Agreement (SeaWorld Entertainment, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~Section 2.06(a)(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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights under ~~paragraph (a)(iii) of this~~ Section ~~2.06~~2.06(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~~Section 2.06(a)(iii) ~~of this Section 2.06~~ shall cease, and all such rights shall thereupon become vested in the 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this ~~paragraph (b~~Section 2.06(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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~~Section 2.06(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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights under ~~paragraph (a)(i) of this~~ Section ~~2.06~~2.06(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 ~~2.06~~2.06(a)(i), and the obligations of the Collateral Agent under ~~paragraph (a)(ii) of this~~ Section ~~2.06~~2.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Borrower would otherwise be entitled to exercise pursuant to the terms of ~~paragraph (a)(i) above~~Section 2.06(a)(i), and the obligations of the Collateral Agent under ~~paragraph (a)(ii~~Section 2.06(a)(ii) ~~of this Section 2.06~~ shall be reinstated. (d) Any notice given by the Collateral Agent to the ~~Parent~~ Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend the rights of the Grantors under ~~paragraph (a)(i~~Section 2.06(a)(i) or ~~paragraph (a)(iii~~Section 2.06(a)(iii) ~~of this Section 2.06~~ in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (La Quinta Holdings Inc.), Security Agreement (La Quinta Holdings Inc.)

Voting Rights; Dividends and Interest. (ai) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) shall have provided ~~prior~~ written notice to the ~~Parent Borrower~~ applicable Note Party in accordance with Section 11(f)(iv) below that the rights of ~~the Grantors~~ such Note Party under this Section ~~2.06~~ 11(f) are being suspended: (iA) ~~Each Grantor~~ each Note Party shall be entitled to exercise any and all voting ~~and/or~~ or other consensual rights and powers inuring to an owner of Pledged ~~Securities~~ Equity or any part thereof and each ~~Grantor~~ Note Party agrees that it shall exercise such rights ~~for purposes consistent with~~ in a manner not prohibited by the terms of this ~~Agreement, the Credit Agreement and~~ Note or the other ~~Loan~~ Note Documents.; (iiB) ~~The~~ the Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver (at the Note Parties’ sole cost and expense) to each ~~Grantor~~Note Party, or cause to be executed and delivered to such ~~Grantor~~Note Party, all such proxies, powers of attorney and other instruments prepared by such Note Party as such ~~Grantor~~ Note Party may reasonably request for the purpose of enabling such ~~Grantor~~ Note Party to exercise the voting ~~and/or~~ or consensual rights and powers it is entitled to exercise pursuant to ~~subparagraph (i) above.~~Section 11(f)(i)(A); and (~~iii~~C) ~~Each Grantor~~ each Note Party 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 Credit Agreement~~this Note, the other ~~Loan~~ 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~~ 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~~Note Party, shall not be commingled by such ~~Grantor~~ Note Party 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 Collateral Agent and the ~~Secured Parties~~ holders of Notes and shall be promptly (and in any event within 10 five (5) Business Days or such longer period as the ~~Collateral Agent~~ Majority Holders may agree in ~~its~~ their reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral Agent~~Majority Holders). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each ~~Grantor~~ Note Party 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 this Note and the ~~Credit Agreement~~ other Note Documents in accordance with this Section ~~2.06(a)(iii~~11(f)(i)(C). (bii) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default after the Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) shall have ~~notified~~ provided written notice to the ~~Parent Borrower in writing~~ applicable Note Party of the suspension of ~~the Grantors’~~ such Note Party’s rights under ~~paragraph (a)(iii) of this~~ Section ~~2.06~~11(f)(i)(C), then all rights of ~~any Grantor~~ such Note Party to dividends, interest, principal or other distributions that such ~~Grantor~~ Note Party is authorized to receive pursuant to paragraph ~~(a)(iii~~Section 11(f)(i)(C) ~~of this Section 2.06~~ shall ~~cease,~~ cease and all such rights shall thereupon become vested in the Collateral ~~Agent~~Agent (on behalf of the holders of Notes), which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other ~~distributions~~distributions in respect of the Pledged Equity. All dividends, interest, principal or other distributions received by any ~~Grantor~~ Note Party contrary to the provisions of this Section ~~2.06~~ 11(f) shall be held in trust for the benefit of the Collateral ~~Agent~~Agent (for the benefit of the holders of Notes), shall be segregated from other property or funds of such ~~Grantor~~ Note Party and shall be promptly (and in any event within ~~10 days~~ five (5) Business Days or such longer period as the ~~Collateral Agent~~ Majority Holders may agree in ~~its~~ their reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (bii) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~11(c). After all Events of Default have been cured or waived and the ~~Parent Borrower has delivered to the~~ Collateral Agent ~~a certificate~~ has received written notice from the Note Parties of ~~a Responsible Officer of the Parent Borrower to that effect~~such cure or waiver, the Collateral Agent shall promptly repay to each ~~Grantor~~ Note Party (without interest) all dividends, interest, principal or other distributions that such ~~Grantor~~ Note Party would otherwise be permitted to retain pursuant to the terms of paragraph ~~(a)(iii~~Section 11(f)(i)(C) ~~of this Section 2.06 in the absence of any such Event of Default~~ and that remain in such account, and such ~~Grantor~~Note Party’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 paragraph (a)(iii) of this Section 2.06~~ shall be automatically reinstated. (ciii) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) shall have provided the ~~Parent Borrower~~ applicable Note Party with written notice of the suspension of ~~the Grantors’~~ such Note Party’s rights under paragraph ~~(a)(i) of this~~ Section ~~2.06~~11(f)(i)(A), then all rights of ~~any Grantor~~ such Note Party to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to ~~paragraph (a)(i) of this~~ Section ~~2.06~~11(f)(i)(A), and the obligations of the Collateral Agent under ~~paragraph (a)(ii) of this~~ Section ~~2.06~~11(f)(i)(B), shall cease, and all such rights in respect of the Pledged Securities shall thereupon become vested in the Collateral ~~Agent~~Agent (on behalf of the holders of Notes), 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or ~~waived~~waived and the Collateral Agent has received written notice from the Note Parties of such cure or waiver, each ~~Grantor~~ Note Party shall immediately have the exclusive right to exercise the voting ~~and/or~~ or consensual rights and powers that such ~~Grantor~~ Note Party would otherwise be entitled to exercise pursuant to the terms of ~~paragraph (a)(i~~Section 11(f)(i)(A) ~~above~~until such time as such rights are again suspended pursuant to this Section 11(f), and the obligations of the Collateral Agent under ~~paragraph (a)(ii~~Section 11(f)(i)(B) ~~of this Section 2.06~~ shall be immediately reinstated. (div) Any notice required to be given by the Collateral Agent to the ~~Parent Borrower~~ Note Parties to suspend rights under Section ~~2.05 or Section 2.06~~ 11(f) (iA) shall be given in writing, (iiB) may be given with respect to one or more ~~Grantors~~ Note Parties at the same or different times and (~~iii~~C) may suspend the rights of the ~~Grantors~~ Note Parties under ~~paragraph (a)(i~~Section 11(f)(i)(A) or ~~paragraph (a)(iii~~Section 11(f)(i)(C) ~~of this Section 2.06~~ in part without suspending all such rights (as specified by the Collateral Agent acting at the direction of the Majority Holders or otherwise in ~~its sole and absolute discretion~~accordance with the terms of the Note Documents) and without waiving or otherwise affecting the 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: Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes (Reed's, Inc.), Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ US Borrower that the 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Administrative Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ US Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Administrative Agent, for the benefit of the other Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the 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 the US Borrower has delivered to the Administrative Agent a certificate 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) above and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 3.06 shall be reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have notified the US Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~Collateral~~ Administrative Agent, for the benefit of the other Secured Parties, 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 ~~Collateral Agent~~Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent ~~upon demand~~ in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or waived and the ~~Parent~~ US Borrower has delivered to the ~~Collateral~~ Administrative Agent a certificate ~~of a Responsible Officer of the Parent Borrower~~ to that effect, the ~~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 in the absence of any such Event of Default~~ 3.06 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 ~~Collateral~~ Administrative Agent to the ~~Parent~~ US Borrower suspending the rights of the Grantors under paragraph (a) of this Section ~~2.05 or 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Guarantee and Collateral Agreement (CCE Spinco, Inc.), Guarantee and Collateral Agreement (Live Nation, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ Lead Borrower in writing that it is exercising its rights under Article 4 hereof and that the rights of the Grantors under this ~~Section~~ ‎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 ~~and each Grantor agrees~~ for any purpose that ~~it shall exercise such rights for purposes consistent with~~ would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) ~~The Collateral~~ Subject to ‎Section 2.06(b) below, the Administrative 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 ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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(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~~ not prohibited by the Credit ~~Agreement,~~ Agreement or the other Loan ~~Documents and applicable Laws~~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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be promptly (and in any event ~~within 10 Business Days~~ no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such ~~longer period~~ later date as to which the ~~Collateral~~ Administrative Agent may agree in its ~~reasonable~~ discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Lead Borrower in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(iii) of~~ this ~~Section 2.06~~‎Section 2.06 are being suspended, ~~then~~ subject to applicable law, and so long as any Borrowing is outstanding, 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~~‎(a)(iii) of this ~~Section~~ ‎Section 2.06 shall cease, and all such rights shall thereupon become ~~vested~~ vested, for the benefit of the Secured Parties, in the ~~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~~ ‎Section 2.06 shall be held in trust for the benefit of the ~~Collateral Agent~~Administrative Agent and the other Secured Parties, ~~shall be segregated from other property or funds of such Grantor~~ and shall be promptly (and in any event within 10 forty-five (45) days or such longer period as to which the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b‎(b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of ~~Section 4.02~~‎Section 4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~‎(a)(iii) of this ~~Section~~ ‎Section 2.06 that have not been applied in accordance with the ~~absence~~ provisions 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 ‎Section 4.02 hereof pursuant to ~~paragraph (a)(iii) of~~ this Section ~~2.06 shall be automatically reinstated~~2.06(b). (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Lead Borrower ~~with written notice~~ in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(i) of~~ this ~~Section 2.06~~‎Section 2.06 are being suspended, ~~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~~‎(a)(i) of this ~~Section~~ ‎Section 2.06, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph ~~(a)(ii~~‎(a)(ii) of this ~~Section~~ ‎Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~rights at the discretion of the Administrative 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 2.06 and (~~a)(i~~ii) ~~above, and~~ the obligations of the ~~Collateral~~ Administrative Agent ~~under~~ pursuant to the terms of paragraph ~~(a)(ii~~‎(a)(i) of this ~~Section~~ ‎Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Lead Borrower suspending the rights of the Grantors under ~~Section 2.05 or Section~~ 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~~‎(a)(i) or paragraph ~~(a)(iii~~‎(a)(iii) of this ~~Section~~ ‎Section 2.06 in part without suspending all such rights (as specified by the ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral~~ Administrative Agent’s rights to give additional written 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 (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided five Business Days’ prior written notice to the ~~Parent Borrower~~ Grantors that ~~the~~ their rights ~~of the Grantors~~ under this Section ~~2.06~~ 3.06 are being ~~suspended~~suspended prior to suspending such rights: (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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other ~~Loan~~ Credit Documents., provided that such rights and powers shall not be exercised in any manner that would violate this Agreement or any other Credit Document; (ii) ~~The~~ the Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~Collateral, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Capital Stock or Pledged ~~Debt~~Debt 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~~Collateral (except if, to the extent and for so long as such noncash dividend, interest, principal or other distribution constitutes an Excluded Asset) and, if received by any ~~Grantor~~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 Collateral Agent and the other Secured Parties and shall be promptly ~~(and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ delivered to the 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 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this ~~Section 2.06~~Section, ~~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 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 Collateral ~~Agent~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other ~~property~~ property, shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Obligations and shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this ~~Section 2.06~~Section, ~~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~~Section, and the obligations of the Collateral Agent under paragraph (a)(ii) of this ~~Section 2.06~~Section, shall cease, and all such rights shall thereupon become vested in the 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 ~~Required~~ Requisite Lenders, 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 exercise such rights. After all Events of Default have been cured or waived, ~~each Grantor~~ all rights vested in the Collateral 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) ~~above,~~ of this Section and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~ shall be ~~reinstated~~in effect. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a) of this Section ~~2.05 or 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Navistar International Corp), Credit Agreement (Navistar International Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided three (3) Business Days’ prior written notice to the ~~Parent Borrower~~ Borrowers 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 and each Grantor agrees that it shall not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~written notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be promptly (and in any event within 10 fifteen (15) Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~notified~~ given three (3) Business Days’ prior written notice to the ~~Parent Borrower in writing~~ Borrowers of the suspension of the Grantors’ rights under paragraph (~~a)(iii~~a) 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within ~~10 days~~ fifteen (15) Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06~~ shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent Borrower~~ Borrowers with ~~written~~ notice of the suspension of the ~~Grantors’~~ 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent Borrower~~ Borrowers suspending the rights of the Grantors under this Section ~~2.05 or Section 2.06~~ 2.06, (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend the rights of ~~the~~ one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Collateral Agent shall have provided the Grantor not less than two (2) Business Days’ prior written notice ~~to the Parent Borrower~~ that the rights of the ~~Grantors~~ Grantor 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~~ 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 ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to ~~each~~ Grantor, or cause to be promptly executed and delivered to ~~such~~ Grantor, all such proxies, powers of attorney and other instruments as ~~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~~ 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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~~ shall, subject to the Intercreditor Agreements, 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) forthwith delivered to the 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 Collateral Agent)~~. So long as no Event of Default has occurred and is continuing~~, ~~the Collateral Agent shall promptly deliver to~~ in each ~~Grantor any Pledged Securities in its possession if requested to be delivered~~ case, to the ~~issuer thereof in connection with any exchange~~ extent required pursuant to Section 2.02 or ~~redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this~~ Section ~~2.06(a)(iii)~~2.06. (b) ~~Upon~~ Subject to the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, ~~after~~ if the Collateral Agent shall have ~~notified~~ provided the ~~Parent Borrower in writing of~~ Grantor with written notice (to the ~~suspension of the Grantors’ rights~~ extent required under ~~paragraph~~ clause (~~a)(iii~~a) of this Section ~~2.06~~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~~ clause (a)(iii) of this Section ~~2.06~~ 2.05 shall cease, and all such rights shall thereupon become vested in the 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 Collateral ~~Agent, shall be segregated from~~ Agent and the other ~~property or funds of such Grantor~~ Secured Parties 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 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property ~~and shall~~and, ~~subject~~ to ~~any applicable Intercreditor Agreement~~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 and the ~~Parent~~ Lead Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the ~~Parent~~ Lead Borrower 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~~ clause (a)(iii) of this Section ~~2.06 in the absence of any such Event of Default~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) ~~Upon~~ Subject to the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, ~~after~~ if the Collateral Agent shall have provided the ~~Parent Borrower~~ Grantor with written notice of (to the ~~suspension of the Grantors’ rights~~ extent required under ~~paragraph~~ clause (~~a)(i~~a) of this Section ~~2.06~~2.05), ~~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 ~~2.06~~2.05, and the obligations of the Collateral Agent under ~~paragraph~~ clause (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or ~~waived~~waived 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~~ all rights vested in the Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantor shall 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~~ clause (a)(i~~) above, and the obligations of the Collateral Agent under paragraph (a)(ii~~) of this Section ~~2.06 shall be reinstated~~2.05. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Grantor suspending its rights 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 Grantors at the same or different times~~ [reserved] and (iii) may suspend the rights of the ~~Grantors~~ Grantor 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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, 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 2 contracts

Samples: First Lien Collateral Agreement (Franchise Group, Inc.), Second 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 the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Security Agreement (APX Group Holdings, Inc.), Term Loan Security Agreement (Prestige Brands Holdings, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing ~~and~~ and, other than in the case of an Event of Default under paragraph (h) or (i) of Section 7.01 of the Credit Agreement, the Collateral Agent shall have ~~provided prior written notice to the Parent Borrower~~ notified Holdings 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 and each Grantor agrees~~ thereof; provided that ~~it shall exercise~~ such rights ~~for purposes consistent with~~ and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the ~~terms~~ rights and remedies of any of the Collateral Agent or any other Secured Party under this ~~Agreement, the Credit~~ Agreement ~~and the~~ or any other Loan ~~Documents.~~Document or the ability of the Secured Parties to exercise the same; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) forthwith delivered to the Collateral Agent in the same form as so received (with any necessary ~~endorsement~~ endorsements, stock or note powers duly executed in blank and other instruments of transfer reasonably requested by the Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. 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 permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~2.05(a)(iii), subject to receipt by the Collateral Agent of a certificate of a Responsible Officer of Holdings with respect thereto and other documents reasonably requested by the Collateral Agent. (b) 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 Collateral Agent shall have notified ~~the Parent Borrower in writing~~ Holdings, as applicable, of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~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 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 Collateral ~~Agent, shall be segregated from~~ Agent and the other ~~property or funds of such Grantor~~ Secured Parties and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property ~~and~~ and, to the extent so received, shall, subject to any applicable ~~Intercreditor Agreement~~intercreditor agreement, be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and ~~the Parent Borrower~~ Holdings has delivered to the Collateral Agent a certificate of a Responsible Officer of ~~the Parent Borrower~~ Holdings 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 have been 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~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) 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 Collateral Agent shall have ~~provided the Parent Borrower with written notice~~ notified Holdings of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~2.05, ~~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 ~~2.06~~2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or ~~waived~~waived and Holdings has delivered to the Collateral Agent a certificate of a Responsible Officer of Holdings 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 have been 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~~2.05. (d) Any notice given by the Collateral Agent to ~~the Parent Borrower~~ Holdings, suspending their rights under paragraph (a) of this Section 2.05 ~~or 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other ~~rights so long as~~ rights; provided that the Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.

Appears in 2 contracts

Samples: Collateral Agreement (Graftech International LTD), Collateral Agreement (Graftech International LTD)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 and remedies of a holder of any Pledged Collateral; (ii) ~~The Collateral~~ the Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 3.06; 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent ~~and the Secured Parties~~ and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent). So long as no Event~~ endorsements, stock powers or other instruments 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiitransfer). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsements, stock or note powers or other instruments of transfer). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Obligations and shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or waived and the ~~Parent~~ Borrower has delivered to the ~~Collateral~~ Administrative Agent a certificate of a ~~Responsible~~ Financial Officer of the ~~Parent~~ Borrower to that effect, the ~~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)(iii) of this Section ~~2.06 in the absence of any such Event of Default~~ 3.06 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~3.06, 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section ~~2.06~~3.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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) 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 ~~Collateral~~ Administrative Agent to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a) of this Section ~~2.05 or 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 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Guarantee and Collateral Agreement (Allegion PLC), Guarantee and Collateral Agreement (Allegion PLC)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower that the rights of the ~~Grantors~~ Grantor 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~~ Equity or any part thereof and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~Section 3.06(a)(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~~ Equity 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 Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity or Pledged Debt~~Equity, whether resulting from a subdivision, combination or reclassification of the outstanding ~~Equity Interests~~ Capital Stock of the issuer of any Pledged ~~Securities~~ Equity 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 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ Administrative Agent shall promptly deliver to each Grantor any Pledged ~~Securities~~ Equity in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged ~~Securities~~ Equity permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~3.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights under ~~paragraph (a)(iii) of this~~ Section ~~2.06~~3.06(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~~Section 3.06(a)(iii) ~~of this Section 2.06~~ shall cease, and all such rights shall thereupon become vested in the ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this ~~paragraph (b~~Section 3.06(b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~Section 3.06(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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights under ~~paragraph (a)(i) of this~~ Section ~~2.06~~3.06(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 ~~2.06~~3.06(a)(i), and the obligations of the ~~Collateral~~ Administrative Agent under ~~paragraph (a)(ii) of this~~ Section ~~2.06~~3.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of ~~paragraph (a)(i) above~~Section 3.06(a)(i), and the obligations of the ~~Collateral~~ Administrative Agent under ~~paragraph (a)(ii~~Section 3.06(a)(ii) ~~of this Section 2.06~~ shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section ~~2.05~~ 3.05 or Section ~~2.06~~ 3.06 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend the rights of the Grantors under ~~paragraph (a)(i~~Section 3.06(a)(i) or ~~paragraph (a)(iii~~Section 3.06(a)(iii) ~~of this Section 2.06~~ in part without suspending all such rights (as specified by the ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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 (CorePoint Lodging Inc.), Guaranty and Security Agreement (CorePoint Lodging Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors in accordance with paragraph (d) of this Section 3.06 that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 ratable benefit of ~~the Collateral Agent and~~ the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower~~ Grantors in ~~writing~~ accordance with paragraph (d) of this Section 3.06 of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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: First Lien Guarantee and Collateral Agreement, First Lien Guarantee and Collateral Agreement (Jda Software Group Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided~~ given not less than five Business Days’ prior written notice to the ~~Parent Borrower~~ 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Collateral Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 Collateral Agent and ~~the Secured Parties and~~ shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~notified~~ given not less than five Business Days’ prior written notice to the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under ~~paragraph (a)(iii) of~~ this Section ~~2.06~~3.06, ~~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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.03. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 in the absence of any such Event of Default~~ 3.06 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided the Parent Borrower with~~ given not less than five Business Days’ prior written notice to the Grantors of the suspension of ~~the Grantors’~~ their rights under ~~paragraph (a)(i) of~~ this Section ~~2.06~~3.06, ~~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 Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~3.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or waived, 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 (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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other Loan Documents.; provided that such rights and powers shall not be exercised in any manner that materially and adversely affect the rights inuring to a holder of any Pledged Collateral or the rights and remedies of any of the Administrative Agent or any other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; (ii) ~~The Collateral~~ the Administrative Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all ~~such~~ proxies, powers of attorney and other instruments as 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 Credit ~~Agreement,~~ Agreement and (to the extent applicable) the other Loan ~~Documents and applicable Laws;~~ Documents, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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, 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 ~~Collateral~~ Administrative Agent ~~and the Secured Parties~~ and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary ~~endorsement~~ endorsements, stock powers, allonges or other instruments of transfer reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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~~ Section, shall cease, and all such rights shall thereupon become vested in the ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement~~ endorsements, stock powers, allonges or other instruments of transfer reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Obligations and shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 in the absence of any such Event of Default~~ 3.06 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~3.06, 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section ~~2.06~~3.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 fully cured or waived, ~~each Grantor~~ all rights vested in the Administrative Agent pursuant to this Section 3.06 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 by 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~~3.06. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a) of this Section ~~2.05 or 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral~~ Administrative 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: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided ~~prior written~~ notice to the ~~Parent Borrower~~ Company 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 ~~and each Grantor agrees that it shall exercise such rights for purposes consistent with~~ in any manner not in violation of the terms of this ~~Agreement, the Credit~~ Agreement and the other Loan Documents.; (ii) ~~The~~ the Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~ 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 ~~Credit Agreement, the other~~ Loan Documents and applicable ~~Laws~~law; ~~provided that~~ provided, that, any ~~noncash~~ non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt Securities held by a Grantor, 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~~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 Collateral Agent and ~~the Secured Parties and~~ shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ delivered to the Collateral Agent promptly and 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 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Company of the suspension of the Grantors’ rights under ~~paragraph (a)(iii) of this~~ Section ~~2.06~~2.05(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~~Section 2.05(a)(iii) ~~of this Section 2.06~~ shall cease, and all such rights shall thereupon become vested in the 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~~ 2.05(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent ~~upon demand~~ promptly and 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this ~~paragraph (b~~Section 2.05(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other ~~property~~ property, shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated4.04. (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Company of the suspension of the Grantors’ rights under ~~paragraph (a)(i) of this~~ Section ~~2.06~~2.05(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 ~~2.06~~2.05(a)(i), and the obligations of the Collateral Agent under ~~paragraph (a)(ii) of this~~ Section ~~2.06~~2.05(a)(i), shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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: Revolving Credit Agreement (CDK Global, Inc.), Term Loan Credit Agreement (CDK Global, Inc.)

Voting Rights; Dividends and Interest. (a) ~~Unless~~ Subject to the provisions of the Intercreditor and Subordination Agreement, unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided two (2) Business Days prior written notice to the ~~Parent Borrower~~ Issuer 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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the ~~Credit Agreement~~ SPA and the other ~~Loan~~ Note Documents. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 ~~Credit Agreement~~SPA, the other ~~Loan~~ 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 Collateral Agent and~~ the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the 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 permitted by the ~~Credit Agreement~~ SPA in accordance with this Section 2.06(a)(iii). (b) ~~Upon~~ Subject to the provisions of the Intercreditor and Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Issuer of the suspension of the Grantors’ rights 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 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 not be commingled by such Grantor with any of its other funds or property but shall be held ~~in trust~~ separate and apart therefrom, for the benefit of the Collateral ~~Agent, shall be segregated from other property or funds of such Grantor~~ Agent and the Secured Parties and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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~~a)(ii) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) ~~Upon~~ Subject to the provisions of the Intercreditor and Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent Borrower~~ Issuer with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 ~~Required Lenders~~Requisite Purchasers, 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 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 Issuer 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) 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, and after having provided required notice to Issuer of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Issuer under Section 2.05 or this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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. (f) Notwithstanding anything to the contrary herein or in any other Note Document, the Collateral Agent shall not exercise voting rights under this Section 2.06 with respect to any Pledged Securities unless and until it has obtained FCC consent to any transfers of control or assignments that would result from the assumption of voting rights for such Pledged Securities (if applicable).

Appears in 2 contracts

Samples: Security Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Borrower 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 Collateral Agent to the ~~Parent~~ Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Hilton Worldwide Holdings Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to~~ notified the ~~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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that would 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ 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 ~~Parent~~ Borrower has delivered to the ~~Collateral~~ Administrative Agent a certificate ~~of a Responsible Officer of the Parent Borrower~~ to that effect, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~Collateral~~ Administrative Agent shall have the ~~right~~ right, from time to time following and during the continuance of an Event of ~~Default~~ Default, to permit the Grantors to exercise such ~~rights~~rights 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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~2.06, subject to further exercise by the Administrative Agent of its rights under the first sentence of this Section 2.06(c) with respect to any subsequent Event of Default. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower suspending the rights of the Grantors under paragraph (a) of this Section ~~2.05 or 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)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Pledge and Security Agreement (ASC Acquisition LLC)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Collateral Agent shall have ~~provided~~ given the Grantors three (3) Business Days’ prior written notice ~~to the Parent Borrower~~ 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly~~ forthwith delivered (~~and in any event within 10 Business Days or such longer period as~~ to the ~~Collateral Agent may agree in its reasonable discretion~~extent required by Section 2.02) ~~delivered~~ to the 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 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 sale, transfer, disposition, exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~2.05(a)(iii); provided that the applicable Loan Party shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request in connection therewith. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~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 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 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 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 Collateral ~~Agent,~~ Agent and the other Secured Parties and shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~7.03 of the Credit Agreement. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 in the absence of any such Event of Default~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~2.05, ~~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 ~~2.06~~2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or waived, ~~each Grantor~~ all rights vested in the Collateral Agent pursuant to this paragraph (c) shall automatically cease, and the Grantors shall automatically 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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~2.05. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Grantors, as applicable, suspending their rights 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~~ii) 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other ~~rights so long as~~ rights; provided that the Collateral Agent shall only give any such notice if an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Collateral Agreement (Gogo Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ Lead Borrower in writing that it is exercising its rights under Article 4 hereof and 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 ~~and each Grantor agrees~~ for any purpose that ~~it shall exercise such rights for purposes consistent with~~ would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) ~~The Collateral~~ Subject to Section 2.06(b) below, the Administrative 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 ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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~~ not prohibited by the Credit ~~Agreement,~~ Agreement or the other Loan ~~Documents and applicable Laws~~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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be promptly (and in any event ~~within 10 Business Days~~ no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such ~~longer period~~ later date as to which the ~~Collateral~~ Administrative Agent may agree in its ~~reasonable~~ discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Lead Borrower in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(iii) of~~ this Section ~~2.06~~2.06 are being suspended, ~~then~~ subject to applicable law, and so long as any Borrowing is outstanding, 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 ~~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 ~~Collateral Agent~~Administrative Agent and the other Secured Parties, ~~shall be segregated from other property or funds of such Grantor~~ and shall be promptly (and in any event within 10 forty-five (45) days or such longer period as to which the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 that have not been applied in accordance with the ~~absence~~ provisions 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 Section 4.02 hereof pursuant to ~~paragraph (a)(iii) of~~ this Section ~~2.06 shall be automatically reinstated~~2.06(b). (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Lead Borrower ~~with written notice~~ in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(i) of~~ this Section ~~2.06~~2.06 are being suspended, ~~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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~rights at the discretion of the Administrative 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) ~~above,~~ of this Section 2.06 and (ii) the obligations of the ~~Collateral~~ Administrative Agent ~~under~~ pursuant to the terms of paragraph (~~a)(ii~~a)(i) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Lead Borrower suspending the rights of the Grantors under ~~Section 2.05 or~~ 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral~~ Administrative Agent’s rights to give additional written 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 (CF Industries Holdings, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Second Lien Credit Agreement and the other 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 Collateral Agent or the other Secured Parties under this Agreement, the Second Lien Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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,~~ of this Section 2.06 and ~~the obligations of~~ the Collateral Agent shall have all the obligations it would otherwise have under paragraph (a)(ii) of this Section ~~2.06 shall be reinstated~~2.06. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Grantors suspending the rights of the Grantors under ~~Section 2.05 or~~ 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 Credit Agreement (SMART Technologies Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ Company in writing that it is exercising its rights under Article 4 hereof and 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 ~~and each Grantor agrees~~ for any purpose that ~~it shall exercise such rights for purposes consistent with~~ would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) ~~The~~ 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 ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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~~ not prohibited by the Credit ~~Agreement,~~ Agreement or the other Loan ~~Documents and applicable Laws~~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 Collateral Agent and the other Secured Parties and shall be promptly (and in any event ~~within 10 Business Days~~ no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such ~~longer period~~ later date as to which the Collateral Agent may agree in its ~~reasonable~~ discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have notified the ~~Parent Borrower~~ Company in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(iii) of~~ this Section ~~2.06~~2.06 are being suspended, ~~then~~ subject to applicable law, and so long as any Borrowing is outstanding, 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 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 Collateral ~~Agent~~Agent and the other Secured Parties, ~~shall be segregated from other property or funds of such Grantor~~ and shall be promptly (and in any event within 10 thirty (30) days or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 that have not been applied in accordance with the ~~absence~~ provisions 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 Section 4.02 hereof pursuant to ~~paragraph (a)(iii) of~~ this Section ~~2.06 shall be automatically reinstated~~2.06(b). (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Company in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(i) of~~ this Section ~~2.06~~2.06 are being suspended, ~~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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such ~~rights~~rights 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) ~~above,~~ of this Section 2.06 and (i) the obligations of the Collateral Agent ~~under~~ pursuant to the terms of paragraph (~~a)(ii~~a)(i) of this Section 2.06 shall be reinstated. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Company suspending the rights of the Grantors under ~~Section 2.05 or~~ paragraph (b) of this Section 2.06 (i) shall be given in writing, (iii) may be given with respect to one or more of the Grantors at the same or different times and (~~iii~~i) 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional written 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 (Ugi Corp /Pa/)

Voting Rights; Dividends and Interest. ~~(a) Unless~~ Subject to the terms of any applicable Intercreditor Agreement, unless and until an Event of Default shall have occurred and be is continuing and the Notes Collateral Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors 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 or any part thereof ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the ~~Credit Agreement~~ Indenture and the other ~~Loan~~ Note 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 or any other Note Document or the ability of the Secured Parties to exercise the same; (ii) ~~The~~ the Notes Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 ~~Credit Agreement~~Indenture, the other ~~Loan~~ Note Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Notes Collateral Agent in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsements, stock or note powers and other instruments of transfer). ~~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~~ Subject to the ~~issuer thereof in connection with~~ terms of any ~~exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon~~ applicable Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights 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~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Notes Collateral Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsements, stock or note powers and other instruments of transfer). 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, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the ~~Parent Borrower has~~ Issuers have delivered to the Notes Collateral Agent ~~a certificate of a Responsible Officer of the Parent Borrower~~ an Officer’s 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 ~~in the absence of any such Event of Default~~ and that remain in such account. Subject to the terms of any applicable Intercreditor Agreement, 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon upon the occurrence and during the continuance of an Event of Default, after the Notes Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights 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 the Notes Collateral Agent is otherwise directed by in accordance with the ~~Required Lenders~~provisions of the Indenture, 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~~waived and the Issuers have delivered to the Notes Collateral Agent an Officer’s Certificate 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) ~~above, and~~ of this Section 2.06. Any notice given by the ~~obligations of the~~ Notes Collateral Agent to the Grantors suspending their rights under paragraph (~~a)(ii~~a) of this Section 2.06 ~~shall be reinstated. (d) Any notice given by the Collateral Agent to the Parent Borrower under Section 2.05 or 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~~ paragraph (~~a)(iii~~a) ~~of this Section 2.06~~ (iii) 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~~ Agent 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 (Dell Technologies Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Dunkin' Brands Group, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors in accordance with paragraph (d) of this Section 3.06 that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent ~~and the Secured Parties~~ and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower~~ Grantors in ~~writing~~ accordance with paragraph (d) of this Section 3.06 of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (RedPrairie Holding, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing ~~and~~ and, solely in the case of clause (i), the Collateral Agent shall have provided the Borrower not less than one (1) Business Day’s prior written notice ~~to the Parent Borrower~~ that the 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~ 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the 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 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights 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 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 Collateral ~~Agent~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02.~~ 4.02 After all Events of Default have been cured or waived and the ~~Parent~~ Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the ~~Parent~~ Borrower 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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or ~~waived~~waived and the Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the 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 (a)(i) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~2.06. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Grantors suspending their rights under ~~Section 2.05 or~~ paragraph (a) (i) 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Skyline Champion Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided five Business Days’ prior written notice to the ~~Parent Borrower~~ Grantors that ~~the~~ their rights ~~of the Grantors~~ under this Section ~~2.06~~ 3.06 are being ~~suspended~~suspended prior to suspending such rights: (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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other ~~Loan~~ Credit Documents., provided that such rights and powers shall not be exercised in any manner that would violate this Agreement or any other Credit Document; (ii) ~~The~~ the Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~Collateral, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Capital Stock or Pledged ~~Debt~~Debt 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~~Collateral (except if, to the extent and for so long as such noncash dividend, interest, principal or other distribution constitutes an Excluded Asset) and, if received by any ~~Grantor~~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 Collateral Agent and the other Secured Parties and shall be promptly ~~(and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ delivered to the 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 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Navistar International Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have ~~occurred and be continuing and the Collateral Agent shall have provided prior written notice to the Parent Borrower that the rights of the Grantors under this Section 2.06 are being suspended:~~ occurred: (i) ~~Each Grantor~~ the Issuer shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Issuer Pledged Securities or any part thereof ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other ~~Loan~~ Note Documents. ; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to ~~each Grantor~~the Issuer, or cause to be promptly executed and delivered to ~~such Grantor~~the Issuer, all such proxies, powers of attorney and other instruments as ~~such Grantor~~ the Issuer may reasonably request for the purpose of enabling ~~such Grantor~~ the Issuer 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 4.4; and (iii) ~~Each Grantor~~ the Issuer shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Issuer Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are ~~permitted~~ not prohibited by, and are otherwise paid or distributed in accordance with, the terms and conditions of ~~the Credit Agreement,~~ this Agreement and the other ~~Loan~~ Note Documents and ~~applicable~~ Applicable Laws; provided that any ~~noncash~~ non-cash dividends, interest, principal or other distributions that would constitute Issuer Pledged ~~Equity or Pledged Debt~~Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of in the issuer of any Issuer Pledged Securities or received in exchange for Issuer 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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: Note Purchase Agreement (Bird Global, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and prior written notice thereof shall have been given by the Collateral Agent ~~shall have provided prior written notice~~ to the ~~Parent Borrower that the rights~~ relevant Grantor of the ~~Grantors under this~~ Collateral Agent’s intent to exercise its corresponding rights pursuant to Section ~~2.06 are being suspended:~~3.06(b): (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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents~~any purpose. (ii) The Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash (w) dividends, (x) interest, (y) principal or (z) other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Notes, 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 Collateral Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement ~~reasonably requested by the 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~~ described in ~~its possession if requested to be delivered to the issuer thereof in connection with any exchange~~ Section 3.03(c) or ~~redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii~~otherwise). (b) Upon the occurrence and during the ~~continuance~~ continuation of an Event of ~~Default, after~~ Default and prior written notice from the Collateral Agent ~~shall have notified~~ to the ~~Parent Borrower in writing of the suspension of the Grantors’ rights under paragraph (a)(iii) of this Section 2.06~~Grantor, ~~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~~ 3.06 shall cease, ~~and~~ all such rights shall thereupon become vested in the Collateral 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~~ dividends 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 Collateral ~~Agent~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5.02. (c) Upon the occurrence and during the ~~continuance~~ continuation of an Event of ~~Default, after~~ Default and prior written notice from the Collateral Agent ~~shall have provided~~ to the ~~Parent Borrower with written notice of the suspension of the Grantors’ rights under paragraph (a)(i) of this Section 2.06~~Grantor, ~~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~~3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~3.06, shall cease, and all such rights ~~shall~~ thereupon become vested in the 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 the Required Lenders, 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 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 Collateral Agent to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a), (b) or (c) of this Section ~~2.05 or 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~~ 3.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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: Guaranty and Collateral Agreement (Radiation Therapy Services Holdings, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ Borrower that the rights of ~~the Grantors~~ such 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 ~~purposes~~ any purpose consistent with or not expressly prohibited by the terms of this Agreement, the Credit Agreement and the other 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 and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document to which any Grantor is a party or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ any 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~~ not expressly prohibited by~~, and otherwise paid or distributed in accordance with~~, the terms and conditions of the Credit Agreement, the other 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 Collateral Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 in accordance with this Section 2.06(a)(iii)~~Securities. (b) Upon the occurrence and during the continuance of an any Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ rights of such Grantor under ~~paragraph (a)(iii) of this~~ Section ~~2.06~~2.06(a), then all rights of ~~any~~ such Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to ~~paragraph (a)(iii~~Section 2.06(a)(iii) ~~of this Section 2.06~~ shall cease, and all such rights shall thereupon become vested in the 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 Collateral ~~Agent~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary ~~endorsement~~ stock or note powers or other instruments of transfer reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~6.02. After all Events of Default have been cured or waived in accordance with the Credit Agreement and the ~~Parent~~ Borrower ~~has~~ shall have delivered to the Collateral Agent a certificate to such effect (solely with respect to any Events of ~~a Responsible Officer~~ Default that have been cured and then only to the extent that the cure of any such Event of Default is not conditioned on the approval or satisfaction of the ~~Parent~~ Collateral Agent or any other Person, as to which the parties acknowledge the Borrower is not in a position to ~~that effect,~~ make such certification) 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~~Section 2.06(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 paragraph (a)(iii) of this Section 2.06~~ shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ rights of such Grantor under ~~paragraph (a)(i) of this~~ Section ~~2.06~~2.06(a), then all rights of ~~any~~ such 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(a)(i), and the obligations of the Collateral Agent under ~~paragraph (a)(ii) of this~~ Section ~~2.06~~2.06(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 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 ~~Required~~ Requisite 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. After all Events of Default have been cured or ~~waived~~waived in accordance with the Credit Agreement and the Borrower shall have delivered to the Collateral Agent a certificate to such effect (solely with respect to any Events of Default that have been cured and then only to the extent that the cure of any such Event of Default is not conditioned on the approval or satisfaction of the Collateral Agent or any other Person, as to which the parties acknowledge the Borrower is not in a position to make such certification), 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~~Section 2.06(a)(i), and the obligations of the Collateral Agent under ~~paragraph (a)(ii~~Section 2.06(a)(ii) ~~of this Section 2.06~~ shall automatically be reinstated. (d) Any notice given by the Collateral Agent to the ~~Parent~~ Borrower suspending the rights of such Grantor under this Section ~~2.05 or 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)(i~~Sections 2.06(a)(i) or ~~paragraph~~ (~~a)(iii~~iii) ~~of this Section 2.06~~ in part without suspending all such rights (as specified by the Collateral Agent in writing in its sole and absolute discretion) and without waiving or otherwise affecting the 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 and during the continuance of such Bankruptcy Event of Default.

Appears in 1 contract

Samples: Security Agreement (99 Cents Only Stores)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes consistent~~ any purpose not in violation with the terms of this ~~Agreement, the Credit~~ Agreement and the other Loan Documents.; (ii) ~~The Collateral~~ the Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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~~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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall within the time period specified in Section 3.02(a) be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ delivered to the ~~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 ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this ~~Section 2.06~~Section, ~~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 ~~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 ~~Collateral Agent~~Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~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 ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other ~~property~~ property, shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Secured Obligations and shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or waived and the ~~Parent~~ Borrower has delivered to the ~~Collateral~~ Administrative Agent a certificate of a ~~Responsible~~ Financial Officer of the ~~Parent~~ Borrower to that effect, the ~~Collateral~~ Administrative Agent shall promptly repay to each Grantor (~~without interest~~in the same form as received by the Administrative Agent) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this ~~Section 2.06~~Section, ~~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~~Section, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this ~~Section 2.06~~Section, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~ and the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer of 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) ~~above,~~ of this Section and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section ~~2.06~~ shall be ~~reinstated~~in effect. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a) of this Section ~~2.05 or Section 2.06~~ (i) ~~shall~~ may be given by telephone to an authorized officer of such Grantor and deemed received concurrently, if such notice is 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Term Credit Agreement (Fossil Group, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~Collateral~~ Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other ~~distributions~~distributions subject to the terms of the Closing Date 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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Security Agreement (Vivint Smart Home, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be ~~continuing and the Collateral Agent shall have provided prior written notice to the Parent Borrower that the rights of the Grantors under this Section 2.06 are being suspended~~continuing: (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 ~~purposes consistent~~ any purpose not inconsistent with the terms of this Agreement, the ~~Credit~~ Loan Agreement and the other Loan Documents. (ii) The Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ any 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 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 ~~Credit~~ Loan Agreement, the other Loan Documents and applicable ~~Laws~~law; 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 Collateral Agent and the Secured Parties and shall be promptly ~~(and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent ~~shall~~ agrees that it will cooperate with the applicable Grantor to promptly deliver ~~to each Grantor~~ any Pledged Securities in its possession ~~if requested to be delivered~~ to the issuer ~~thereof~~ of such Pledged Securities in connection with any exchange or redemption of such Pledged Securities ~~permitted by~~ pursuant to arrangements reasonably satisfactory to the ~~Credit Agreement~~ Collateral Agent intended to maintain the Collateral Agent’s perfected lien in ~~accordance with this Section 2.06(a)(iii)~~such Pledged Securities and any consideration received in exchange therefor or in redemption thereof. (b) Upon the occurrence of and during the continuance of an Event of Default, ~~after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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~~ 5.05 shall cease, and all such rights shall thereupon become vested in the 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~~ 5.05 shall be held in trust for the benefit of the Collateral Agent, ~~shall be segregated from other property or funds of such Grantor~~ and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an a cash collateral account ~~to be established by the Collateral Agent~~ upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstatedLoan Documents. (c) Upon the occurrence and during the continuance of an Event of Default~~, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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~~5.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~5.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Martha Stewart Living Omnimedia Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower that the rights of the Grantors under this Section ~~2.06~~ 2.6 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 or any part ~~thereof~~ thereof, and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4 (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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.; 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~2.6(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights under paragraph (a)(iii) of this Section ~~2.06~~2.6, 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~~ 2.6 shall cease, and all such rights shall thereupon become vested in the 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~~ 2.6 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.2. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 in the absence of any such Event of Default~~ 2.6 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section ~~2.06~~2.6, ~~then~~ 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~~2.6, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.6, shall cease, and all CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4 such rights shall thereupon become vested in the 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 Required Lenders, 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 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~~ 2.6 shall be reinstated. (d) Any notice given by the Collateral Agent to the ~~Parent~~ Borrower under Section ~~2.05~~ 2.5 or Section ~~2.06~~ 2.6 (i) shall be given in writing, (ii) may be given with respect to one or more 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~~ 2.6 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (SeaWorld Entertainment, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~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 ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Security Agreement (Dunkin' Brands Group, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral Agent~~ Noteholder Representative (acting at the direction of the Required Noteholders) shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors that their rights 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 ~~and each Grantor agrees~~ for any purpose; provided, that ~~it shall exercise~~ such rights ~~for purposes consistent with~~ and powers shall not be exercised in any manner that would reasonably be expected to materially and adversely affect the ~~terms~~ rights and remedies of the Noteholder Representative or any other Secured Party under this ~~Agreement,~~ Agreement or any other Note Document or the ~~Credit Agreement and~~ ability of the ~~other Loan Documents.~~Secured Parties to exercise the same in respect of the Pledged Collateral; (ii) ~~The Collateral Agent~~ the Noteholder Representative shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or ~~consensual~~ other rights and powers it is entitled to exercise pursuant to ~~subparagraph~~ paragraph (ia)(i) ~~above.~~of this Section 3.06; 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 ~~Credit~~ Purchase Agreement, the other ~~Loan~~ Note Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 Noteholder Representative 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 of, or for and on behalf of, the ~~Collateral Agent and the Secured Parties~~ Noteholder Representative and shall be promptly ~~(and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ delivered to the ~~Collateral Agent~~ Noteholder Representative in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent). So long as no Event~~ endorsements, stock powers or other instruments 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiitransfer). (b) Upon the occurrence and during the continuance of an Event of ~~Default~~Default and subject to the Intercreditor Agreement, after the ~~Collateral Agent~~ Noteholder Representative (acting at the direction of the Required Noteholders) shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~Collateral Agent~~Noteholder Representative, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided, that the Noteholder Representative, to the extent directed by the Required Noteholders, 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~~ 3.06 shall, subject to the Intercreditor Agreement, be held in trust for the benefit of of, or for and on behalf of, the ~~Collateral Agent~~Noteholder Representative and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be 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 ~~Collateral Agent~~ Noteholder Representative upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsements, stock or note powers or other instruments of transfer). Any and all money and other property paid over to or received by the ~~Collateral Agent~~ Noteholder Representative pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral Agent~~ Noteholder Representative in an account to be established by the ~~Collateral Agent~~ Noteholder Representative upon receipt of such money or other ~~property~~ property, shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Secured Obligations and shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or waived and the ~~Parent Borrower~~ Issuer has delivered to the ~~Collateral Agent~~ Noteholder Representative a certificate of a ~~Responsible~~ Financial Officer of the ~~Parent Borrower~~ Issuer to that effect, the ~~Collateral Agent shall~~ Noteholder Representative shall, subject to the Intercreditor Agreement, 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)(iii) of this Section ~~2.06 in the absence of any such Event of Default~~ 3.06 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of ~~Default~~Default and subject to the Intercreditor Agreement, after the ~~Collateral Agent~~ Noteholder Representative (acting at the direction of the Required Noteholders) shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors in writing of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~3.06, then all rights of any Grantor to exercise the voting and ~~consensual~~ other 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 ~~Collateral Agent~~ Noteholder Representative under paragraph (a)(ii) of this Section ~~2.06~~3.06, shall cease, and all such rights shall thereupon become vested in the ~~Collateral Agent~~Noteholder Representative, which shall have the sole and exclusive right and authority to exercise such voting and ~~consensual~~ other rights and powers; provided that, ~~unless otherwise~~ to the extent directed by the Required ~~Lenders~~Noteholders, the ~~Collateral Agent~~ Noteholder Representative 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~~waived and the Issuer has delivered to the Noteholder Representative a certificate of a Financial Officer of the Issuer to that effect, ~~each Grantor shall have the exclusive right~~ all rights of any Grantors to exercise the voting and/or consensual rights and powers ~~that such Grantor would otherwise be~~ it is 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~~ 3.06 shall be reinstated. (d) Any notice given by the ~~Collateral Agent~~ Noteholder Representative (acting at the direction of the Required Noteholders) to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a) of this Section ~~2.05 or Section 2.06~~ 3.06 (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 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 ~~Collateral Agent~~ Noteholder Representative in its ~~sole and absolute discretion~~discretion acting at the direction of the Required Noteholders) and without waiving or otherwise affecting the ~~Collateral Agent~~Noteholder Representative’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: Note Purchase Agreement (Pitney Bowes Inc /De/)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors that their rights under this Section ~~2.06~~ 3.06 are being ~~suspended:~~suspended (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default with respect to the Company under Section 6.01(7) and Section 6.01(8) of the Indenture): (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 ~~purposes~~ any purpose consistent with the terms of this Agreement, the ~~Credit Agreement~~ Indenture and the other ~~Loan~~ Indenture 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 Collateral Agent or the other Secured Parties under this Agreement or the Indenture or any other Indenture Documents or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 ~~Credit Agreement~~Indenture, the other ~~Loan~~ Indenture Documents and applicable ~~Laws~~laws; ~~provided~~ provided, that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 Collateral Agent and ~~the Secured Parties and~~ shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed to have notified) the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or waived and the ~~Parent Borrower~~ Company has delivered to the Collateral Agent a certificate ~~of a Responsible Officer of the Parent Borrower~~ 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 in the absence of any such Event of Default~~ 3.06 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified (or shall be deemed to have notified) the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~3.06, 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 Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~3.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; ~~provided that~~provided, ~~unless otherwise directed by the Required Lenders,~~ 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 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 Collateral Agent to the ~~Parent Borrower~~ Grantors suspending the Grantors’ rights under paragraph (a) of this Section ~~2.05 or 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Wolverine Tube Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Collateral or the rights and remedies of any of the Administrative Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; (ii) ~~The Collateral~~ the Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~ 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~~ not prohibited by the Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~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 ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral Agent~~Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~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 ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Costar Group Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to ~~the Parent Borrower~~ Holdings that ~~the~~ its rights ~~of the Grantors~~ under this Section ~~2.06~~ 2.05 are being suspended: (i) ~~Each Grantor~~ Holdings 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 ~~each Grantor~~ Holdings agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to ~~each Grantor~~Holdings, or cause to be executed and delivered to ~~such Grantor~~Holdings, all such proxies, powers of attorney and other instruments as ~~such Grantor~~ Holdings may reasonably request for the purpose of enabling ~~such Grantor~~ Holdings to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.; and (iii) ~~Each Grantor~~ Holdings 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 CG&R Draft Current date: 08/09/2021 1:06 PM62203519v4 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity or Pledged Debt~~Equity, 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 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~~Holdings, shall not be commingled by ~~such Grantor~~ Holdings 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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~~ Holdings any Pledged ~~Securities~~ Equity in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged ~~Securities~~ Equity permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~2.05(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified ~~the Parent Borrower in writing~~ Holdings of the suspension of ~~the Grantors’~~ its rights under paragraph (a)(iii) of this Section ~~2.06~~2.05, then all rights of ~~any Grantor~~ Holdings to dividends, interest, principal or other distributions that ~~such Grantor~~ Holdings 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 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~~ Holdings contrary to the provisions of this Section ~~2.06~~ 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of ~~such Grantor~~ Holdings and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~3.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the Collateral Agent shall promptly repay to ~~each Grantor~~ Holdings (without interest) all dividends, interest, principal or other distributions that ~~such Grantor~~ Holdings 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~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided ~~the Parent Borrower~~ Holdings with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights under paragraph (a)(i) of this Section ~~2.06~~2.05, then all rights of ~~any Grantor~~ Holdings to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section ~~2.06~~2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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~~ Holdings to exercise such rights. After all Events of Default have been cured or waived, ~~each Grantor~~ Holdings shall have the exclusive right to exercise the voting and/or consensual rights and powers that ~~such Grantor~~ Holdings 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~~ 2.05 shall be reinstated.. CG&R Draft Current date: 08/09/2021 1:06 PM62203519v4 (d) Any notice given by the Collateral Agent to ~~the Parent Borrower~~ Holdings under Section ~~2.05~~ 2.04 or Section ~~2.06 (i)~~ 2.05 shall be given in ~~writing, (ii) may be given with respect to one or more Grantors at the same or different times~~ writing and ~~(iii)~~ may suspend the rights of ~~the Grantors~~ Holdings 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (SeaWorld Entertainment, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated4. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ Lead Borrower in writing that it is exercising its rights under Article 4 hereof and 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 ~~and each Grantor agrees~~ for any purpose that ~~it shall exercise such rights for purposes consistent with~~ would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) ~~The Collateral~~ Subject to Section 2.06(c) below, the Administrative 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 ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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~~ not prohibited by the Credit ~~Agreement,~~ Agreement or the other Loan ~~Documents and applicable Laws~~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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be promptly (and in any event ~~within 10 Business Days~~ no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such ~~longer period~~ later date as to which the ~~Collateral~~ Administrative Agent may agree in its ~~reasonable~~ discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Lead Borrower in writing that it is exercising its rights under Article 4 hereof Agreement and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(iii) of~~ this Section ~~2.06~~2.06 are being suspended, ~~then~~ subject to applicable law, and so long as any Borrowing is outstanding, 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 ~~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 ~~Collateral Agent~~Administrative Agent and the other Secured Parties, ~~shall be segregated from other property or funds of such Grantor~~ and shall be promptly (and in any event within 10 forty-five (45) days or such longer period as to which the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 that have not been applied 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 paragraph (a)(iii) of accordance with this Section ~~2.06 shall be automatically reinstated~~2.06(b). (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Lead Borrower ~~with written notice~~ in writing that it is exercising its rights under Article 4 hereof Agreement and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(i) of~~ this Section ~~2.06~~2.06 are being suspended, ~~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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~rights at the discretion of the Administrative 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) ~~above,~~ of this Section 2.06 and (ii) the obligations of the ~~Collateral~~ Administrative Agent ~~under~~ pursuant to the terms of paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Lead Borrower suspending the rights of the Grantors under ~~Section 2.05 or~~ 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral~~ Administrative Agent’s rights to give additional written 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: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Secured Credit Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 Collateral Agent and the applicable Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 ~~permitted by the Credit Agreement~~ in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Company of the suspension of the ~~Grantors’~~ 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 in the absence of ~~any such~~ an 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Company of the suspension of the ~~Grantors’~~ 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the ~~Parent Borrower~~ Company suspending the rights of the Grantors under ~~Section 2.05 or~~ 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 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: Credit Agreement (Bloomin' Brands, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors 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~~ Collateral or any part thereof ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 Collateral or the rights and remedies of any of the Administrative Agent or any Secured Party under this Agreement, any other Loan Document or of the Existing Notes Trustee or any Existing Notes Holder under the Existing Notes Indenture or the ability of the Secured Parties to exercise the same; (ii) ~~The Collateral~~ the Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 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 otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash ~~dividends, interest, principal~~ dividends or other distributions that would constitute Pledged Equity ~~or Pledged Debt~~Interests, 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, 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent). So long as no Event~~ endorsements, stock powers or other instruments 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiitransfer). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this ~~Section 2.06~~Section, 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~~ Section, shall cease, and all such rights shall thereupon become vested in the ~~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~~ dividends 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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.to

Appears in 1 contract

Samples: Credit Agreement (NCR Corp)

Voting Rights; Dividends and Interest. (a) ~~Unless~~ Subject to the terms of the Intercreditor Agreements, unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided two (2) Business Days prior written notice to the ~~Parent~~ Borrower that the rights of the ~~Grantors~~ Grantor under this Section 2.06 are being suspended:: 8 (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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall (subject to the terms of the Intercreditor Agreements) be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Event of Default has occurred and is continuing, the ~~Collateral~~ 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) ~~Upon~~ Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~Collateral~~ Administrative Agent, which (subject to the terms of the Intercreditor Agreements) 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 not be commingled by such Grantor with any of its other funds or property but shall be held ~~in trust~~ separate and apart therefrom, for the benefit of the ~~Collateral Agent, shall be segregated from other property or funds of such Grantor~~ Administrative Agent and the Secured Parties and shall (subject to the terms of the Intercreditor Agreements) be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other 9 property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall,~~ (subject to ~~any applicable~~ the terms of the Intercreditor ~~Agreement,~~ Agreements) shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) ~~Upon~~ Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) In order to permit the Administrative 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 Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and after having provided required notice to Borrower of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Administrative Agent may (subject to the terms of the Intercreditor Agreements) utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent shall not exercise voting rights under this Section 2.06 with respect to any Pledged Securities unless and until it has obtained FCC consent to any transfers of control or assignments that would result from the assumption of voting rights for such Pledged Securities (if applicable). 10

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 Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement, any other Loan Document or the Existing Notes Indenture or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 Collateral Agent and the applicable Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Company of the suspension of the ~~Grantors’~~ 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Company of the suspension of the ~~Grantors’~~ 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the ~~Parent Borrower~~ Company suspending the rights of the Grantors under ~~Section 2.05 or~~ 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Sungard Data Systems Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior written notice to the ~~Parent~~ Borrower 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~~ for any purpose that ~~it shall exercise such rights for purposes consistent with the terms of this Agreement,~~ does not violate the Credit Agreement ~~and the~~ or other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 (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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 ten (10) Business Days or such longer ~~period~~ time as the Collateral Agent may ~~agree in its reasonable discretion~~agree) delivered to the Collateral Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the Collateral Agent)) to the extent required by Section 2.02. 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be~~ 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 Collateral Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the Collateral Agent shall at the Grantor’s request 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)(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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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) 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 hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall only be effective during each period of time that an Event of Default has occurred and is continuing and the Collateral Agent has provided prior written notice to the Borrower that the Collateral Agent is exercising its rights under such proxy; provided that during such time, such proxy shall be effective automatically and without the necessity of any action other than the written notice described above (including any transfer of such Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof). Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Collateral Agent by such Grantor pursuant to the preceding sentence with respect to the Pledged Collateral held by such Grantor is irrevocable and is coupled with an interest and shall be exercisable by the Collateral Agent only during each period of time that an Event of Default has occurred and is continuing and the Collateral Agent has provided prior written notice to the Borrower that the Collateral Agent is exercising its rights under such proxy. 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, and after having provided required notice to the Borrower of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees to comply with instructions originated by the Collateral Agent with respect to such Pledged Collateral after the occurrence and during the continuance of an Event of Default without further consent by the registered owner of such Pledged Collateral. (f) Any notice given by the Collateral Agent to the ~~Parent~~ Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Avantor, Inc.)

Voting Rights; Dividends and Interest. (a1) Unless and until an any Event of Default shall have occurred and be continuing and the ~~Collateral~~ Agent shall have ~~provided~~ given the Administrative Loan Party one (1) Business Day’s prior written notice ~~to the Parent Borrower~~ that the rights of the Grantors under this Section 2.06 are being suspended: (ia) 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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (iib) The ~~Collateral~~ Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 (i) above. (~~iii~~c) 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~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 ~~Collateral~~ Agent and the Secured Parties ~~and~~ and, in the case of Pledged Equity, shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~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 -13- 155657.01206/121709896v.5 or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b2) Upon the occurrence and during the continuance of an any Event of Default, after the ~~Collateral~~ Agent shall have notified the ~~Parent Borrower in writing~~ Administrative Loan Party of the suspension of the Grantors’ rights under ~~paragraph (a)(iii) of~~ this Section 2.06, ~~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 shall cease, and all such rights shall thereupon become vested in the ~~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 ~~Collateral~~ Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Agent in an account to be established by the ~~Collateral~~ Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. ~~After all Events~~ Once no Event of Default ~~have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~is continuing, 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 ~~in the absence of any such Event of Default~~ and that remain in such ~~account, and such Grantor’s right~~ account (if any) to ~~receive and retain any and all dividends, interest, principal and other distributions paid on or distributed~~ the extent not otherwise applied in ~~respect~~ accordance with the provisions of the ~~Pledged Securities pursuant to paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated~~Loan Documents. (c3) Upon the occurrence and during the continuance of an any Event of Default, after the ~~Collateral~~ Agent shall have provided the ~~Parent Borrower~~ Administrative Loan Party with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 Required Lenders, 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 exercise such rights. ~~After all Events~~ Once no Event of Default ~~have been cured or waived~~is continuing, 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 in respect of any Pledged Securities or any part thereof in which such Grantor retains an ownership interest (if any) 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~~reinstated with respect thereto. (d4) In order to permit the 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 hereby grants to the Agent an irrevocable proxy to vote all or any part of the Pledged Collateral held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such -14- 155657.01206/121709896v.5 Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall only be effective following the occurrence and during the continuance of any Event of Default; provided that during such time, such proxy shall be effective automatically and without the necessity of any action (including any transfer of such Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof). Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Agent by such Grantor pursuant to the preceding sentence with respect to the Pledged Collateral held by such Grantor is coupled with an interest and shall be exercisable by the Agent only after any Event of Default has occurred and is continuing. Each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and each Grantor acknowledges that the Agent may utilize the power of attorney set forth in Section 7.13 in accordance with the terms thereof. (5) In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees to (i) comply with instructions originated by the Agent with respect to such Pledged Collateral after the occurrence and during the continuance of any Event of Default without further consent by the registered owner of such Pledged Collateral, and (ii) pay any dividends or other payments with respect to the Pledged Collateral directly to the Agent after the occurrence and during the continuance of any Event of Default. (6) Any notice given by the ~~Collateral~~ Agent to the ~~Parent Borrower~~ Administrative Loan Party under ~~Section 2.05 or~~ Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend some of 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 ~~Collateral~~ Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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 (Smart Sand, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an any Event of Default shall have occurred and be continuing and the ~~Collateral~~ Agent shall have ~~provided~~ given the Administrative Loan Party one (1) Business Day’s prior written notice ~~to the 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 and each Grantor agrees that it shall not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 (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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~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 ~~Collateral~~ Agent and the Secured Parties ~~and~~ and, in the case of Pledged Equity, shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an any Event of Default, after the ~~Collateral~~ Agent shall have notified the ~~Parent Borrower in writing~~ Administrative Loan Party of the suspension of the Grantors’ rights under ~~paragraph (a)(iii) of~~ this Section 2.06, ~~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 shall cease, and all such rights shall thereupon become vested in the ~~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 ~~Collateral~~ Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Agent in an account to be established by the ~~Collateral~~ Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. ~~After all Events~~ Once no Event of Default ~~have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~is continuing, 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 ~~in the absence of any such Event of Default~~ and that remain in such ~~account, and such Grantor’s right~~ account (if any) to ~~receive and retain any and all dividends, interest, principal and other distributions paid on or distributed~~ the extent not otherwise applied in ~~respect~~ accordance with the provisions of the ~~Pledged Securities pursuant to paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated~~Loan Documents. (c) Upon the occurrence and during the continuance of an any Event of Default, after the ~~Collateral~~ Agent shall have provided the ~~Parent Borrower~~ Administrative Loan Party with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 Required Lenders, 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 exercise such rights. ~~After all Events~~ Once no Event of Default ~~have been cured or waived~~is continuing, 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 in respect of any Pledged Securities or any part thereof in which such Grantor retains an ownership interest (if any) 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~~reinstated with respect thereto. (d) In order to permit the 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 hereby grants to the Agent an irrevocable proxy to vote all or any part of the Pledged Collateral held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall only be effective following the occurrence and during the continuance of any Event of Default; provided that during such time, such proxy shall be effective automatically and without the necessity of any action (including any transfer of such Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof). Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Agent by such Grantor pursuant to the preceding sentence with respect to the Pledged Collateral held by such Grantor is coupled with an interest and shall be exercisable by the Agent only after any Event of Default has occurred and is continuing. Each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and each Grantor acknowledges that the Agent may utilize the power of attorney set forth in Section 7.13 in accordance with the terms thereof. (e) In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees to (i) comply with instructions originated by the Agent with respect to such Pledged Collateral after the occurrence and during the continuance of any Event of Default without further consent by the registered owner of such Pledged Collateral, and (ii) pay any dividends or other payments with respect to the Pledged Collateral directly to the Agent after the occurrence and during the continuance of any Event of Default. (f) Any notice given by the ~~Collateral~~ Agent to the ~~Parent Borrower~~ Administrative Loan Party under ~~Section 2.05 or~~ Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend some of 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 ~~Collateral~~ Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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 (Smart Sand, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ Borrower that the rights of the Grantors under this Section ~~2.06~~ 6.2 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 ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other ~~distributions that would constitute Pledged Equity or Pledged Debt~~distributions, whether resulting from a subdivision, combination or reclassification of the outstanding ~~Equity Interests~~ 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (~~a)(iii~~a)(ii) of this Section ~~2.06~~6.2, 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~~a)(ii) of this Section ~~2.06~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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~~ 6.2 shall be (i) held in trust for the benefit of the ~~Collateral~~ Administrative Agent, ~~shall be~~ (ii) segregated from other property or funds of such Grantor and ~~shall be promptly~~ (~~and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion~~iii) forthwith delivered to the ~~Collateral~~ Administrative Agent ~~upon demand~~ in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~6.4. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) of this Section ~~2.06 in the absence of any such Event of Default~~ 6.2 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section ~~2.06~~6.2, 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06,~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~6.2. (d) ~~Any notice given~~ Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by ~~the Collateral Agent~~ such Grantor hereunder to ~~the Parent Borrower under Section 2.05 or Section 2.06~~ (i) ~~shall be given in writing, (ii) may be given~~ comply with ~~respect to one or more Grantors at~~ any instruction received by it from 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 Collateral Administrative Agent in ~~its sole and absolute discretion~~writing that (x) ~~and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as~~ states that an Event of Default has occurred and is ~~continuing~~continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) pay any non-cash dividends or other non-cash payments with respect to the Investment Property directly to the Administrative Agent and, after such Issuer receives notice from the Administrative Agent that an Event of Default has occurred, pay any cash dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

Appears in 1 contract

Samples: First Lien Guarantee and Collateral Agreement (Six Flags Entertainment Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent~~ Borrower that the rights of ~~the Grantors~~ such 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 ~~purposes~~ any purpose consistent with or not expressly prohibited by the terms of this Agreement, the Credit Agreement and the other 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 and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document to which any Grantor is a party or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ any 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~~ not expressly prohibited by~~, and otherwise paid or distributed in accordance with~~, the terms and conditions of the Credit Agreement, the other 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 Collateral Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 in accordance with this Section 2.06(a)(iii)~~Securities. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (99 Cents Only Stores)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided ~~prior written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~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 ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Credit Agreement (Quintiles Transnational Holdings Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the Collateral Agent shall have ~~provided~~ given the Grantors one (1) Business Day’s prior written notice ~~to the Parent Borrower~~ 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~~ Equity Interests or any part thereof ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Equity Interests or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 Collateral Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the 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 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have ~~notified~~ given the ~~Parent Borrower in writing~~ Grantors one (1) Business Day’s prior written notice of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~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 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 Collateral ~~Agent~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated4. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (EverCommerce 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 ~~Collateral Agent~~ case of an Event of Default under Section 7(a)(vii) or Section 7(a)(viii) of the Note, the Sellers’ Representative shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ 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~~ 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes consistent~~ any purpose not inconsistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 and remedies of any of the Sellers’ Representative or any other Secured Party under this Agreement or any other Loan Document (iitaken as a whole) ~~The Collateral Agent~~ or the ability of the Secured Parties to exercise the same; (ii)the Sellers’ Representative shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~ Section 3.05(a)(i); and (~~i) above. (iii) Each~~ iii)each Grantor shall be entitled to receive and retain any ~~and all dividends, interest, principal and other distributions~~ dividends paid on or ~~distributed~~ distributions in respect of the Pledged ~~Securities~~ Collateral that are permitted by Section 1.07(i) in Annex B 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 Credit Agreement, the other Loan Documents and applicable LawsNote; provided that any noncash ~~dividends, interest, principal~~ dividends or other distributions that would constitute Pledged Equity ~~or Pledged Debt~~Interests, 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default~~Default and, other than in the case of an Event of Default under Section 7(a)(vii) or Section 7(a)(viii) of the Note, in respect of the relevant Grantor, after the ~~Collateral Agent~~ Sellers’ Representative shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of the ~~Grantors’~~ Grantor’s rights under ~~paragraph (a)(iii) of this~~ Section ~~2.06~~3.05(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 ~~Collateral Agent~~Sellers’ Representative, 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 ~~Collateral Agent, shall be segregated from~~ Sellers’ Representative and the other ~~property or funds of such Grantor~~ Secured Parties and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral Agent~~ Sellers’ Representative upon demand in the ~~same~~ form ~~as so~~ in which they shall have been received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the ~~Collateral Agent~~ Sellers’ Representative pursuant to the provisions of this ~~paragraph (b~~Section 3.05(b) shall be retained by the ~~Collateral Agent~~ Sellers’ Representative in an account to be established by the ~~Collateral Agent~~ Sellers’ Representative upon receipt of such money or other ~~property~~ property, shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Note 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 ~~Parent Borrower~~ Sellers’ Representative has ~~delivered~~ received from the Guarantor satisfactory evidence relating to ~~the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~any such cure or waiver, the ~~Collateral Agent~~ Sellers’ Representative 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)(iii~~Section 3.05(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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of ~~Default~~Default and, ~~after~~ other than in the ~~Collateral Agent shall have provided~~ case of an Event of Default under Section 7(a)(vii) or Section 7(a)(viii) of the ~~Parent Borrower with written~~ Note, in respect of the relevant Grantor, upon notice from the Sellers’ Representative to the Grantors of the suspension of the Grantors’ rights under ~~paragraph~~ Section 3.05 (~~a)(i~~a) ~~of this Section 2.06~~(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 ~~2.06~~3.05(a)(i), and the obligations of the ~~Collateral Agent~~ Sellers’ Representative under ~~paragraph (a)(ii) of this~~ Section ~~2.06~~3.05(a)(ii), shall cease, and all such rights shall thereupon become vested in the ~~Collateral Agent~~Sellers’ Representative, 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~~ that the ~~Required Lenders, the Collateral Agent~~ Sellers’ Representative 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~~waived and the Sellers’ Representative has received from the Guarantor satisfactory evidence relating to any such cure or waiver, ~~each Grantor~~ all rights vested in the Sellers’ Representative pursuant to this Section 3.05(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) above~~Section 3.05(a)(i), and the obligations of the ~~Collateral Agent~~ Sellers’ Representative under ~~paragraph (a)(ii~~Section 3.05(a)(ii) ~~of this Section 2.06~~ shall be ~~reinstated~~in effect. (d) Any notice given by the ~~Collateral Agent~~ Sellers’ Representative to the ~~Parent Borrower~~ Grantors suspending the Grantors’ rights under Section ~~2.05 or 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)(i~~Section 3.05(a)(i) or ~~paragraph (a)(iii~~Section 3.05(a)(iii) ~~of this Section 2.06~~ in part without suspending all such rights or powers (as specified by the ~~Collateral Agent~~ Sellers’ Representative in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral Agent~~Sellers’ Representative’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: Guarantee and Collateral Agreement (Knowles Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided~~ given the Borrower five (5) Business Days’ prior written notice ~~to the Parent Borrower~~ that the rights of the Grantors under this Section ~~2.06~~ 6.2 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 ~~purposes consistent with~~ any purpose not in violation of the terms of this Agreement, the Amended and Restated Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Amended and Restated Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other ~~distributions that would constitute Pledged Equity or Pledged Debt~~distributions, whether resulting from a subdivision, combination or reclassification of the outstanding ~~Equity Interests~~ 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 (subject to the limitations in the definition thereof), 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (~~a)(iii~~a)(ii) of this Section ~~2.06~~6.2, 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~~a)(ii) of this Section ~~2.06~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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~~ 6.2 shall be (i) held in trust for the benefit of the ~~Collateral~~ Administrative Agent, ~~shall be~~ (ii) segregated from other property or funds of such Grantor and ~~shall be promptly~~ (~~and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion~~iii) forthwith delivered to the ~~Collateral~~ Administrative Agent ~~upon demand~~ in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~6.4. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) of this Section ~~2.06 in the absence of any such Event of Default~~ 6.2 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section ~~2.06~~6.2, 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06,~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~6.2. (d) ~~Any notice given~~ Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by ~~the Collateral Agent~~ such Grantor hereunder to ~~the Parent Borrower under Section 2.05 or Section 2.06~~ (i) ~~shall be given in writing, (ii) may be given~~ comply with ~~respect to one or more Grantors at~~ any instruction received by it from 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 Collateral Administrative Agent in ~~its sole and absolute discretion~~writing that (x) ~~and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as~~ states that an Event of Default has occurred and is ~~continuing~~continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) pay any non-cash dividends or other non-cash payments with respect to the Investment Property directly to the Administrative Agent and, after such Issuer receives notice from the Administrative Agent that an Event of Default has occurred, pay any cash dividends or other payments with respect to the Investment Property directly to the Administrative Agent. (e) In order to permit the Administrative 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 (i) shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Six Flags Entertainment Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~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~~ thereof, and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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.; 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days or such longer period as the Collateral Agent may agree in its reasonable discretion~~days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated4. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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

Voting Rights; Dividends and Interest. (a) Unless and until an any Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided~~ given the Borrower one Business Day’s prior written notice ~~to the 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 and each Grantor agrees that it shall not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 (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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~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 Collateral Agent and the Secured Parties ~~and~~ and, in the case of Pledged Equity, shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an any Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights under ~~paragraph (a)(iii) of~~ this Section 2.06, ~~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 shall cease, and all such rights shall thereupon become vested in the 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~5.02. ~~After all Events~~ Once no Event of Default ~~have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~is continuing, 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 ~~in the absence of any such Event of Default~~ and that remain in such ~~account, and such Grantor’s right~~ account (if any) to ~~receive and retain any and all dividends, interest, principal and other distributions paid on or distributed~~ the extent not otherwise applied in ~~respect~~ accordance with the provisions of the ~~Pledged Securities pursuant to paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated~~Loan Documents. (c) Upon the occurrence and during the continuance of an any Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such rights. ~~After all Events~~ Once no Event of Default ~~have been cured or waived~~is continuing, 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 in respect of any Pledged Securities or any part thereof in which such Grantor retains an ownership interest (if any) 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~~reinstated with respect thereto. (d) 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 hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall only be effective following the occurrence and during the continuance of any Event of Default; provided that during such time, such proxy shall be effective automatically and without the necessity of any action (including any transfer of such Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof). Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Collateral Agent by such Grantor pursuant to the preceding sentence with respect to the Pledged Collateral held by such Grantor is coupled with an interest and shall be exercisable by the Collateral Agent only after any Event of Default has occurred and is continuing. 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, and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 7.13 herein in accordance with the terms thereof. (e) In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees to (i) comply with instructions originated by the Collateral Agent with respect to such Pledged Collateral after the occurrence and during the continuance of any Event of Default without further consent by the registered owner of such Pledged Collateral, and (ii) pay any dividends or other payments with respect to the Pledged Collateral directly to the Collateral Agent after the occurrence and during the continuance of any Event of Default. (f) Any notice given by the Collateral Agent to the ~~Parent~~ Borrower under ~~Section 2.05 or~~ Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend some of 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Credit Agreement (Smart Sand, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and ~~the Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent~~ notified 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 Collateral or the rights and remedies of Administrative Agent or any other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) ~~The Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each ~~Grantor~~Obligor, or cause to be executed and delivered to ~~such Grantor~~it, all such proxies, powers of attorney and other instruments as such ~~Grantor~~ 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 Credit~~ this Agreement, the other 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 therefrom~~Obligor, shall be held in trust for the benefit of ~~the Collateral Agent and the Secured Parties~~ Administrative Agent, shall be segregated from other Property or funds of such Obligor and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to ~~the Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after ~~the Collateral~~ Administrative Agent shall have notified ~~the Parent~~ Borrower ~~in writing~~ of the suspension of ~~the Grantors~~Obligors’ rights under ~~paragraph~~ clause (a)(iii) of this Section ~~2.06~~7.3.6, ~~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 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 Collateral~~ Administrative Agent, shall be segregated from other ~~property~~ Property or funds of such ~~Grantor~~ Obligor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to ~~the Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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.US-DOCS\144726423.10

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 ~~Collateral~~ Administrative Agent shall have provided two (2) Business Days prior written notice to the ~~Parent~~ Borrower 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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 ~~Collateral Agent, shall be segregated from other property or funds of such Grantor~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) In order to permit the Administrative 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 Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and after having provided required notice to Borrower of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: First Lien Security Agreement (Jason Industries, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors 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~~ Collateral or any part thereof ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 Collateral or the rights and remedies of any of the Administrative Agent or any Secured Party under this Agreement, any other Loan Document or of the Existing Notes Trustee or any Existing Notes Holder under the Existing Notes Indenture or the ability of the Secured Parties to exercise the same; (ii) ~~The Collateral~~ the Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 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 otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash ~~dividends, interest, principal~~ dividends or other distributions that would constitute Pledged Equity ~~or Pledged Debt~~Interests, 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, 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent). So long as no Event~~ endorsements, stock powers or other instruments 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiitransfer). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this ~~Section 2.06~~Section, 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~~ Section, shall cease, and all such rights shall thereupon become vested in the ~~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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (NCR Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing ~~and~~ and, other than in the case of an Event of Default under paragraph (a)(6) of Section 6.01 of the Indenture, the Collateral Agent shall have ~~provided prior written notice to the Parent Borrower~~ notified Holdings 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 and each Grantor agrees~~ thereof; provided that ~~it shall exercise~~ such rights ~~for purposes consistent with~~ and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the ~~terms~~ rights and remedies of any of the Collateral Agent or any other Secured Notes Secured Party under this ~~Agreement,~~ Agreement or any other Note Document or the ~~Credit Agreement and~~ ability of the ~~other Loan Documents.~~Secured Notes Secured Parties to exercise the same; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 ~~Credit Agreement~~Indenture, the other ~~Loan~~ Note Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) forthwith delivered to the Collateral Agent in the same form as so received (with any necessary ~~endorsement~~ endorsements, stock or note powers duly executed in blank and other instruments of transfer reasonably requested by the Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. 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 permitted by the ~~Credit Agreement~~ Indenture in accordance with this Section ~~2.06(a)(iii~~2.05(a)(iii), subject to receipt by the Collateral Agent of a certificate of a Responsible Officer of Holdings with respect thereto and other documents reasonably requested by the Collateral Agent. (b) 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 (a)(6) of Section 6.01 of the Indenture, after the Collateral Agent shall have notified ~~the Parent Borrower in writing~~ Holdings, as applicable, of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~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 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 Majority Holders, 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 Collateral ~~Agent, shall be segregated from~~ Agent and the other ~~property or funds of such Grantor~~ Secured Notes Secured Parties and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the 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 Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property ~~and~~ and, to the extent so received, shall, subject to any applicable ~~Intercreditor Agreement~~intercreditor agreement, be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and ~~the Parent Borrower~~ Holdings has delivered to the Collateral Agent a certificate of a Responsible Officer of ~~the Parent Borrower~~ Holdings 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 have been 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~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) 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 (a)(6) of Section 6.01 of the Indenture, after the Collateral Agent shall have ~~provided the Parent Borrower with written notice~~ notified Holdings of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~2.05, ~~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 ~~2.06~~2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 ~~Required Lenders~~Majority Holders, 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 exercise such rights. After all Events of Default have been cured or ~~waived~~waived and Holdings has delivered to the Collateral Agent a certificate of a Responsible Officer of Holdings 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 have been 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~~2.05. (d) Any notice given by the Collateral Agent to ~~the Parent Borrower~~ Holdings, suspending their rights under paragraph (a) of this Section 2.05 ~~or 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other ~~rights so long as~~ rights; provided that the Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Collateral Agreement (Graftech International LTD)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Secured Credit Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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.other

Appears in 1 contract

Samples: Credit Agreement (Bloomin' Brands, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ 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 and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent~~ Lead Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived ~~and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect,~~ (i) 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 ~~in the absence of any such Event of Default~~ and that remain in such ~~account,~~ account and (ii) 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 paragraph (a)(iii) of this Section 2.06~~ shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent~~ Lead Borrower with ~~written~~ notice of the suspension of the ~~Grantors’~~ Grantor’s rights under paragraph (a)(i) of this Section 2.06, ~~then~~ 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, ~~and~~ and, all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the ~~Parent~~ Lead Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (Trinseo S.A.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors 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~~ Collateral or any part thereof ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 Collateral or the rights and remedies of any of the Administrative Agent or any Secured Party under this Agreement, any other Loan Document or of the Existing Notes Trustee or any Existing Notes Holder under the Existing Notes Indenture or the ability of the Secured Parties to exercise the same; (ii) ~~The Collateral~~ the Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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~~ 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 otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash ~~dividends, interest, principal~~ dividends or other distributions that would constitute Pledged Equity ~~or Pledged Debt~~Interests, 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~~ and required to be ~~commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom~~delivered to the Administrative Agent hereunder, shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (unless a different form is consented to by the Administrative Agent) (with any necessary ~~endorsement reasonably requested by the Collateral Agent). So long as no Event~~ endorsements, stock powers or other instruments 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiitransfer). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower in writing~~ Grantors of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this ~~Section 2.06~~Section, 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~~ Section, shall cease, and all such rights shall thereupon become vested in the ~~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~~ dividends 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 ~~Collateral Agent~~Administrative Agent and the other Secured Parties, shall be segregated from ~~other~~ any property or funds of such Grantor not constituting Collateral and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other ~~property~~ property, shall be held as security for the payment and ~~shall, subject to any applicable Intercreditor Agreement,~~ performance of the Obligations and shall be applied in accordance with the provisions of Section ~~4.02~~3.02. After all Events of Default ~~have been~~ cease to exist (whether as a result of being cured or waived ~~and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~or otherwise), the ~~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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors of the suspension of ~~the Grantors’~~ their rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~ cease to exist (whether as a result of being cured or ~~waived~~waived or otherwise), ~~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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~2.06. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent Borrower~~ Grantors suspending their rights under ~~Section 2.05 or~~ 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral~~ Administrative 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 1 contract

Samples: Guarantee and Collateral Agreement (NCR Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower that the rights of the Grantors under this Section ~~2.06~~ 2.6 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 or any part ~~thereof~~ thereof, and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) The Collateral Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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.; 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by 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 permitted by the Credit Agreement in accordance with this Section ~~2.06(a)(iii~~2.6(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (SeaWorld Entertainment, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and ~~the Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent~~ notified 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this ~~Agreement, the Credit~~ Agreement and the other 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 Collateral or the rights and remedies of Administrative Agent or any other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) ~~The Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each ~~Grantor~~Obligor, or cause to be executed and delivered to ~~such Grantor~~it, all such proxies, powers of attorney and other instruments as such ~~Grantor~~ 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 Credit~~ this Agreement, the other 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 therefrom~~141 Obligor, shall be held in trust for the benefit of ~~the Collateral Agent and the Secured Parties~~ Administrative Agent, shall be segregated from other Property or funds of such Obligor and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to ~~the Collateral~~ 142 Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after ~~the Collateral~~ Administrative Agent shall have notified ~~the Parent~~ Borrower ~~in writing~~ of the suspension of ~~the Grantors~~Obligors’ rights under ~~paragraph~~ clause (a)(iii) of this Section ~~2.06~~7.3.6, ~~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 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 Collateral~~ Administrative Agent, shall be segregated from other ~~property~~ Property or funds of such ~~Grantor~~ Obligor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to ~~the Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other ~~property~~ Property paid over to or received by ~~the Collateral~~ Administrative Agent pursuant to the provisions of this paragraph ~~(b)~~ shall be retained by ~~the Collateral~~ Administrative Agent in an account to be established by ~~the Collateral~~ Administrative Agent upon receipt of such money or other ~~property~~ Property, shall be held as security for the Obligations, and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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: 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 Collateral Agent shall have ~~provided prior written~~ delivered no less than 5 Business Days’ notice to the ~~Parent Borrower that the~~ Grantors in accordance with Section 3.06(d) hereof of its intention to suspend their rights ~~of the Grantors~~ under this Section ~~2.06 are being suspended~~3.06: (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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of in this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash (w) dividends, (x) interest, (y) principal or (z) other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 Collateral Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement ~~reasonably requested by the 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~~ described in ~~its possession if requested to be delivered to the issuer thereof in connection with any exchange~~ Section 3.03(c) or ~~redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii~~otherwise). (b) Upon the occurrence and during the ~~continuance~~ continuation of an Event of Default, after the Collateral Agent shall have ~~notified~~ delivered no less than 5 Business Days’ notice to the ~~Parent Borrower~~ Grantors in ~~writing~~ accordance with Section 3.06(d) hereof of ~~the suspension of the Grantors’~~ its intent to suspend their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, ~~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~~ 3.06 shall cease, and the Collateral Agent, with the consent of the Required Lenders may, or upon the request of the Required Lenders shall have all such rights shall thereupon become vested in the Collateral 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~~Notwithstanding the foregoing, 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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~~ shall 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~~ dividends and other distributions paid ~~on or distributed~~ in respect of the Pledged ~~Securities pursuant~~ Securities, to ~~paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon~~ the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested extent permitted in the 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 Required Lenders, 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 exercise such rightsCredit Agreement. ~~After all Events of Default have been cured~~ All dividends 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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.~~distributions

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Local Insight Yellow Pages, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be is continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors in writing that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.; (ii) ~~The Collateral~~ the Administrative Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws~~laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent and the other Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~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 ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower~~ Grantors in writing of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~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 ~~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 ~~Collateral Agent~~Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~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 ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived ~~and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~or are no longer continuing, the ~~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 in the absence of any such Event of Default~~ 2.05 and that remain in such ~~account,~~ account and ~~such Grantor’s~~ the right of the Grantors to receive and retain any and all dividends, ~~interest,~~ interest principal and other distributions paid on or distributed in respect of the Pledged Securities pursuant to paragraph (a)(iii) of this Section ~~2.06~~ 2.05 shall be ~~automatically~~ reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Grantors in writing of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(i) of this Section ~~2.06~~2.05, ~~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 ~~2.06~~2.05, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~waived 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) ~~above~~of this Section 2.05, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section ~~2.06~~ 2.05 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent Borrower~~ Grantors suspending their rights under paragraph (a) of this Section 2.05 ~~or Section 2.06~~ (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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Credit Agreement (Blue Buffalo Pet Products, Inc.)

Voting Rights; Dividends and Interest. (a) ~~Unless~~ Subject to the terms of the Intercreditor Agreements, unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided two (2) Business Days prior written notice to the ~~Parent~~ Borrower 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 not exercise such rights ~~for purposes consistent with the terms~~ in violation of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall (subject to the terms of the Intercreditor Agreements) be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Event of Default has occurred and is continuing, the ~~Collateral~~ 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) ~~Upon~~ Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~Collateral~~ Administrative Agent, which (subject to the terms of the Intercreditor Agreements) 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 ~~Collateral Agent, shall be segregated from other property or funds of such Grantor~~ Administrative Agent and the Secured Parties and shall (subject to the terms of the Intercreditor Agreements) be promptly (and in any event within 10 ~~days~~ Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any ~~necessary~~ endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall,~~ (subject to ~~any applicable~~ the terms of the Intercreditor ~~Agreement,~~ Agreements) shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) ~~Upon~~ Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the ~~Parent~~ Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 Borrower would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) In order to permit the Administrative 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 Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request, but in any event solely after an Event of Default has occurred and is continuing, and after having provided required notice to Borrower of its desire to exercise its rights hereunder, and each Grantor acknowledges that the Administrative Agent may (subject to the terms of the Intercreditor Agreements) utilize the power of attorney set forth in Section 6.13 herein in accordance with the terms thereof. (e) Any notice given by the ~~Collateral~~ Administrative Agent to the ~~Parent~~ Borrower under Section 2.05 or this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different ~~times and~~ times, (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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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~~continuing and (iv) shall be given in accordance with any applicable Intercreditor Agreement.

Appears in 1 contract

Samples: Second Lien Security Agreement (Jason Industries, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors in accordance with paragraph (d) of this Section 3.06 that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 ratable benefit of ~~the Collateral Agent and~~ the Secured Parties and shall ~~be promptly (and in any event within 10 Business Days or such longer period as~~ be, subject to the ~~Collateral Agent may agree in its reasonable discretion)~~ Intercreditor Agreement, forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower~~ Grantors in ~~writing~~ accordance with paragraph (d) of this Section 3.06 of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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~~ thereupon, subject to the Intercreditor Agreement, become vested in the ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall ~~be promptly (and in any event within 10 days or such longer period as~~ be, subject to the ~~Collateral Agent may agree in its reasonable discretion)~~ Intercreditor Agreement, forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 Guarantee and Collateral Agreement (Jda Software Group Inc)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower that the rights of~~ notified the Grantors in accordance with paragraph (d) of this Section 3.06 that their rights 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable ~~Laws;~~ laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity~~ Stock or Pledged ~~Debt~~Debt 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 ~~Collateral~~ Administrative Agent ~~and the Secured Parties~~ and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iiiendorsement). (b) ~~Upon~~ Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent Borrower~~ Grantors in ~~writing~~ accordance with paragraph (d) of this Section 3.06 of the suspension of ~~the Grantors’~~ their rights under paragraph (a)(iii) of this Section ~~2.06~~3.06, 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 ~~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~~ 3.06 shall be held in trust for the benefit of the ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary ~~endorsement reasonably requested by the Collateral Agent~~endorsement). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated5. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 Guarantee and Collateral Agreement (RedPrairie Holding, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the Parent Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the Parent Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided the Parent Borrower with ~~written~~ notice of the suspension of ~~the Grantors’~~ its rights 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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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 ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated. (d) Any notice given by the ~~Collateral~~ Administrative Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~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: Security Agreement (TC3 Health, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided prior written notice to the Parent Borrower~~ notified each Grantor 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 ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner, except as may be permitted under this Agreement, the Credit Agreement or the other Loan Documents, that would materially and adversely affect the rights and remedies of any of the Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The ~~Collateral~~ Administrative Agent shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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 Credit Agreement, the other 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~~ acquisition, amalgamation 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business ~~Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~Days) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified ~~the Parent Borrower in writing~~ each Grantor of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(iii) of this Section ~~2.06~~2.07, 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 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 Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and 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 waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower 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 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated.-12- CANADIAN PLEDGE AND SECURITY AGREEMENT LEGAL 23770880.12 (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have provided ~~the Parent Borrower~~ each Grantor with ~~written~~ 10 days notice of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section ~~2.06~~2.07, 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 ~~2.06~~2.07, and the obligations of the ~~Collateral~~ Administrative Agent under paragraph (a)(ii) of this Section ~~2.06~~2.07, shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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~~rights 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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~2.07. (d) Any notice given by the ~~Collateral~~ Administrative Agent to each Grantor suspending the ~~Parent Borrower~~ rights of the Grantors under paragraph (a) of this Section ~~2.05 or Section 2.06 (i~~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 ~~Collateral~~ Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the ~~Collateral~~ Administrative 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

Samples: Canadian 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 Collateral ~~Agent~~ Trustee shall have provided ~~prior written~~ notice to ~~the Parent Borrower~~ such Pledgor (which may be contemporaneous) that the ~~rights of the Grantors~~ Collateral Trustee is exercising remedies under this Section ~~2.06 are being suspended~~2.06: (i) Each ~~Grantor~~ Pledgor 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent ~~with~~ with, or permitted by, the terms of this ~~Agreement, the Credit~~ Security Agreement and the ~~other Loan~~ Note Documents. (ii) The Collateral ~~Agent~~ Trustee shall ~~promptly (after reasonable advance notice by such Grantor)~~ execute and deliver to each ~~Grantor~~Pledgor, or cause to be executed and delivered to each Pledgor, at the expense of such ~~Grantor~~Pledgor, all such proxies, powers of attorney and other instruments as ~~such Grantor~~ each Pledgor may reasonably request for the purpose of enabling such ~~Grantor~~ Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to ~~subparagraph~~ subclause (i) above. (iii) Each ~~Grantor~~ Pledgor 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 ~~Credit Agreement, the other Loan~~ Note Documents and applicable ~~Laws~~laws; ~~provided~~ provided, that any ~~noncash~~ non-cash dividends, interest, principal or other distributions that would constitute Pledged ~~Equity or Pledged Debt~~Collateral, 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~~Pledgor, shall not be commingled by such ~~Grantor~~ 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 Collateral ~~Agent~~ Trustee and the ~~Secured Parties~~ Noteholders in accordance with the terms of this Security Agreement and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral ~~Agent~~ Trustee in the same form as so received (with any necessary endorsement reasonably requested by the Collateral ~~Agent~~Trustee). So long as no Event of Default has occurred and is continuing, the Collateral ~~Agent~~ Trustee shall promptly deliver to each ~~Grantor~~ Pledgor, at the expense of such Pledgor, any Pledged ~~Securities~~ Collateral in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged ~~Securities~~ Collateral permitted by the ~~Credit Agreement~~ Note Documents in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default, after~~ Default and notice from the Collateral ~~Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights~~ Trustee (which may be contemporaneous) that it is exercising remedies under ~~paragraph (a)(iii) of~~ this Section 2.06, ~~then~~ all rights of any ~~Grantor~~ Pledgor to dividends, interest, principal or other distributions that such ~~Grantor~~ Pledgor is authorized to receive pursuant to ~~paragraph~~ subclause (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become immediately vested in the Collateral ~~Agent~~Trustee, 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~~ Pledgor contrary to the provisions of this Section 2.06 shall be held ~~in trust~~ for the benefit of the Collateral ~~Agent~~Trustee, shall be segregated from other property or funds of such ~~Grantor~~ Pledgor and shall be ~~promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the Collateral ~~Agent~~ Trustee upon ~~demand~~ request in the same form as so received (with any necessary endorsement reasonably requested by the Collateral ~~Agent~~Trustee). Any and all money and other property paid over to or received by the Collateral ~~Agent~~ Trustee pursuant to the provisions of this ~~paragraph~~ clause (b) shall be retained by the Collateral ~~Agent~~ Trustee in an account to be established by the Collateral ~~Agent~~ Trustee upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~7.6 of the Indenture, subject to the terms of the Intercreditor Agreement. After all Events of Default have been cured or waived and ~~the Parent Borrower~~ Issuer has delivered to the Collateral ~~Agent~~ Trustee a certificate ~~of a Responsible Officer of the Parent Borrower~~ to that effect, the Collateral ~~Agent~~ Trustee shall promptly repay to each ~~Grantor (without interest)~~ Pledgor all dividends~~, interest~~, principal or other distributions (without interest thereon) that such ~~Grantor~~ Pledgor would otherwise be permitted to retain pursuant to the terms of ~~paragraph~~ subclause (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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of ~~Default, after~~ Default and notice from the Collateral ~~Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights~~ Trustee (which may be contemporaneous) that it is exercising remedies 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~~ subclause (a)(i) of this Section 2.06, and the obligations of the Collateral ~~Agent~~ Trustee under ~~paragraph~~ subclause (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become immediately vested in the Collateral ~~Agent~~Trustee, 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 Required Lenders, 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 exercise such rights. After all Events of Default have been cured or ~~waived~~waived and Issuer has delivered to the Collateral Trustee a certificate to that effect, ~~each Grantor~~ the Collateral Trustee shall ~~have the exclusive right to exercise the~~ promptly cease exercising such voting ~~and/or~~ and consensual rights and ~~powers~~ all such voting and consensual rights that such ~~Grantor~~ Pledgor would otherwise be ~~entitled~~ permitted to ~~exercise~~ retain pursuant to the terms of ~~paragraph~~ subclause (a)(i~~) above, and the obligations of the Collateral Agent under paragraph (a)(ii~~) of this Section 2.06 shall ~~be reinstated~~immediately revert to such Pledgor. (d) Any notice given by the Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 and Security Agreement (Ascend Wellness Holdings, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided~~ given the Borrower five (5) Business Days’ prior written notice ~~to the Parent Borrower~~ that the rights of the Grantors under this Section ~~2.06~~ 6.2 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 ~~purposes consistent with~~ any purpose not in violation of the terms of this Agreement, the Second Amended and Restated Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Second Amended and Restated Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other ~~distributions that would constitute Pledged Equity or Pledged Debt~~distributions, whether resulting from a subdivision, combination or reclassification of the outstanding ~~Equity Interests~~ 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 (subject to the limitations in the definition thereof), 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (~~a)(iii~~a)(ii) of this Section ~~2.06~~6.2, 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~~a)(ii) of this Section ~~2.06~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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~~ 6.2 shall be (i) held in trust for the benefit of the ~~Collateral~~ Administrative Agent, ~~shall be~~ (ii) segregated from other property or funds of such Grantor and ~~shall be promptly~~ (~~and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion~~iii) forthwith delivered to the ~~Collateral~~ Administrative Agent ~~upon demand~~ in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~6.4. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) of this Section ~~2.06 in the absence of any such Event of Default~~ 6.2 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section ~~2.06~~6.2, 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06,~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~6.2. (d) ~~Any notice given~~ Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by ~~the Collateral Agent~~ such Grantor hereunder to ~~the Parent Borrower under Section 2.05 or Section 2.06~~ (i) ~~shall be given in writing, (ii) may be given~~ comply with ~~respect to one or more Grantors at~~ any instruction received by it from 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 Collateral Administrative Agent in ~~its sole and absolute discretion~~writing that (x) ~~and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as~~ states that an Event of Default has occurred and is ~~continuing~~continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) pay any non-cash dividends or other non-cash payments with respect to the Investment Property directly to the Administrative Agent and, after such Issuer receives notice from the Administrative Agent that an Event of Default has occurred, pay any cash dividends or other payments with respect to the Investment Property directly to the Administrative Agent. (e) In order to permit the Administrative 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 (i) shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Six Flags Entertainment Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have ~~occurred and be continuing and the Collateral Agent shall have provided prior written notice to the Parent Borrower that the rights of the Grantors under this Section 2.06 are being suspended:~~ occurred: (i) ~~Each Grantor~~ Bird Rides 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 ~~purposes~~ any purpose consistent with the terms of this Agreement, the Credit Agreement and the other ~~Loan~~ Transaction Documents. ; (ii) ~~The~~ the Collateral Agent shall promptly ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to ~~each Grantor~~Bird Rides, or cause to be promptly executed and delivered to ~~such Grantor~~Bird Rides, all such proxies, powers of attorney and other instruments as ~~such Grantor~~ Bird Rides may reasonably request for the purpose of enabling ~~such Grantor~~ Bird Rides to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to ~~subparagraph~~ paragraph (ia)(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 Credit Agreement, the other Loan Documents and applicable Lawsthis Section; 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 Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon two Business Days’ prior written notice by the Administrative Agent to the Borrower after the occurrence and during the continuance of an Event of Default, ~~after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of the Grantors’ rights under paragraph (a)(iii) of this Section 2.06, then~~ all rights of ~~any Grantor~~ Bird Rides to dividends, interest, principal or other distributions that ~~such Grantor~~ Bird Rides 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 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 the occurrence and during the continuance of an Event of Default to permit Bird Rides to exercise such rights. All dividends, interest, principal or other distributions received by ~~any Grantor~~ Bird Rides 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 Collateral ~~Agent,~~ Agent and the other Secured Parties and shall be segregated from other property or funds of such Grantor and shall be 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 Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent)Bird Rides. Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of ~~Section 4.02~~the Credit Agreement. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the Collateral Agent shall promptly repay to ~~each Grantor~~ Bird Rides (without interest) all dividends, interest, principal or other distributions that ~~such Grantor~~ Bird Rides 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~~ 2.05 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon two Business Days’ prior written notice by the Administrative Agent to the Borrower after the occurrence and during the continuance of an Event of Default, ~~after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights under paragraph (a)(i) of this Section 2.06, then~~ all rights of ~~any Grantor~~ Bird Rides to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section ~~2.06~~2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section ~~2.06~~2.05, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders,~~ 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~~ Bird Rides to exercise such rights. After all Events of Default have been cured or waived, ~~each Grantor~~ all rights vested in the Collateral Agent pursuant to this paragraph (c) shall automatically cease, and Bird Rides shall automatically 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) ~~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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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.2.05. SECTION

Appears in 1 contract

Samples: Pledge and Collateral Agreement (Bird Global, Inc.)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have ~~provided~~ given the Borrower five (5) Business Days’ prior written notice ~~to the Parent Borrower~~ that the rights of the Grantors under this Section ~~2.06~~ 6.2 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 ~~purposes consistent with~~ any purpose not in violation of the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Agent shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other ~~distributions that would constitute Pledged Equity or Pledged Debt~~distributions, whether resulting from a subdivision, combination or reclassification of the outstanding ~~Equity Interests~~ 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 (subject to the limitations in the definition thereof), 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be ~~promptly (and in any event within 10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion)~~ forthwith delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (~~a)(iii~~a)(ii) of this Section ~~2.06~~6.2, 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~~a)(ii) of this Section ~~2.06~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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~~ 6.2 shall be (i) held in trust for the benefit of the ~~Collateral~~ Administrative Agent, ~~shall be~~ (ii) segregated from other property or funds of such Grantor and ~~shall be promptly~~ (~~and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion~~iii) forthwith delivered to the ~~Collateral~~ Administrative Agent ~~upon demand~~ in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~6.4. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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~~a)(ii) of this Section ~~2.06 in the absence of any such Event of Default~~ 6.2 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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have ~~provided~~ notified the ~~Parent~~ Borrower ~~with written notice~~ of the suspension of the ~~Grantors’~~ rights of the Grantors under paragraph (a)(i) of this Section ~~2.06~~6.2, 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06,~~ 6.2 shall cease, and all such rights shall thereupon become vested in the ~~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 the Required Lenders, the ~~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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~6.2. (d) ~~Any notice given~~ Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by ~~the Collateral Agent~~ such Grantor hereunder to ~~the Parent Borrower under Section 2.05 or Section 2.06~~ (i) ~~shall be given in writing, (ii) may be given~~ comply with ~~respect to one or more Grantors at~~ any instruction received by it from 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 Collateral Administrative Agent in ~~its sole and absolute discretion~~writing that (x) ~~and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as~~ states that an Event of Default has occurred and is ~~continuing~~continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) pay any non-cash dividends or other non-cash payments with respect to the Investment Property directly to the Administrative Agent and, after such Issuer receives notice from the Administrative Agent that an Event of Default has occurred, pay any cash dividends or other payments with respect to the Investment Property directly to the Administrative Agent. (e) In order to permit the Administrative 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 (i) shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Six Flags Entertainment Corp)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ 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 ~~and each Grantor agrees that it shall exercise such rights~~ for ~~purposes~~ any purpose consistent with the terms of this Agreement, the ~~Credit Agreement and~~ Indenture, the other ~~Loan Documents~~Notes Documents and each Additional Pari Passu Agreement; provided that such rights and powers shall not be exercised in any manner, except as may be permitted under this Agreement, the Indenture, the other Notes Documents and each Additional Pari Passu Agreement, that would materially and adversely affect the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Indenture, any other Notes Document or any Additional Pari Passu Agreement or the ability of the Secured Parties to exercise the same. (ii) ~~The~~ So long as no Event of Default shall have occurred and be continuing and thereafter so long as the Issuer 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 Legal Requirements (including any Gaming Law), the Collateral Agent shall ~~promptly~~ 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 (~~after reasonable advance notice by such Grantor~~i) above and shall, if necessary, execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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 ~~Credit Agreement~~Indenture, the other ~~Loan Documents~~ Notes Documents, each Additional Pari Passu Agreement and applicable ~~Laws~~Legal Requirements; 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, 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 Collateral Agent and the Secured Parties ~~and~~ and, subject to the Intercreditor Agreement, shall be promptly (and in any event within ~~10 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion~~30 days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the ~~Parent Borrower in writing~~ Issuer of the suspension of the ~~Grantors’~~ 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 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 Collateral ~~Agent~~Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within ~~10 days or such longer period as the Collateral Agent may agree in its reasonable discretion~~30 days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the ~~Parent Borrower with written~~ Issuer notice of the suspension of the ~~Grantors’~~ 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 the Required Lenders,~~ 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 exercise such ~~rights~~rights 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) ~~above, and the obligations of the Collateral Agent under paragraph (a)(ii)~~ of this Section ~~2.06 shall be reinstated~~2.06. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Issuer suspending the rights of the Grantors under ~~Section 2.05 or~~ 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 Collateral ~~Agent in its sole and absolute discretion~~Agent) and without waiving or otherwise affecting the 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 (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 Collateral Agent shall have ~~provided prior written notice to~~ notified the ~~Parent Borrower~~ Company in writing that it is exercising its rights under Article 4 hereof and 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 ~~and each Grantor agrees~~ for any purpose that ~~it shall exercise such rights for purposes consistent with~~ would not violate the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) ~~The~~ 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 ~~(after reasonable advance notice by such Grantor)~~ execute and deliver to each Grantor, or cause to be executed and delivered to ~~such~~ each Grantor, all such proxies, powers of attorney and other instruments as ~~such~~ 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~~ not prohibited by the Credit ~~Agreement,~~ Agreement or the other Loan ~~Documents and applicable Laws~~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 Collateral Agent and the other Secured Parties and shall be promptly (and in any event ~~within 10 Business Days~~ no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Collateral Agent) or such ~~longer period~~ later date as to which the Collateral Agent may agree in its ~~reasonable~~ discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the 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 permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii). (b) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have notified the ~~Parent Borrower~~ Company in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(iii) of~~ this Section ~~2.06~~2.06 are being suspended, ~~then~~ subject to applicable law, and so long as any Borrowing is outstanding, 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 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 Collateral ~~Agent~~Agent and the other Secured Parties, ~~shall be segregated from other property or funds of such Grantor~~ and shall be promptly (and in any event within 10 thirty (30) days or such longer period as to which the Collateral Agent may agree in its reasonable discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section ~~4.02~~4.02 hereof. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, 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 that have not been applied in accordance with the ~~absence~~ provisions 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 Section 4.02 hereof pursuant to ~~paragraph (a)(iii) of~~ this Section ~~2.06 shall be automatically reinstated~~2.06(b). (c) Upon the occurrence and during the continuance of an Event of ~~Default,~~ Default and after the Collateral Agent shall have ~~provided~~ notified the ~~Parent Borrower with written notice~~ Company in writing that it is exercising its rights under Article 4 hereof and that the rights of the ~~suspension of the Grantors’ rights~~ Grantors under ~~paragraph (a)(i) of~~ this Section ~~2.06~~2.06 are being suspended, ~~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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 exercise such ~~rights~~rights 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) ~~above,~~ of this Section 2.06 and (ii) the obligations of the Collateral Agent ~~under~~ pursuant to the terms of paragraph (~~a)(ii~~a)(i) of this Section 2.06 shall be reinstated. (d) Any notice given by the Collateral Agent to the ~~Parent Borrower~~ Company suspending the rights of the Grantors under ~~Section 2.05 or~~ paragraph (b) 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional written 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 (Fuller H B Co)

Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the ~~Collateral~~ Administrative Agent shall have provided prior ~~written~~ notice to the ~~Parent~~ Borrower 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 purposes consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The ~~Collateral~~ Administrative Agent shall promptly (after reasonable advance ~~notice by such Grantor~~notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as 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 Credit Agreement, the other 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 ~~Collateral~~ Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). So long as no Default or Event of Default has occurred and is continuing, the ~~Collateral~~ 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) Upon the occurrence and during the continuance of an Event of Default, after the ~~Collateral~~ Administrative Agent shall have notified the ~~Parent~~ Borrower ~~in writing~~ of the suspension of the Grantors’ rights 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 ~~Collateral~~ Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other ~~distributions~~distributions subject to the terms of the Closing Date 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 ~~Collateral~~ Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the ~~Collateral~~ Administrative Agent may agree in its reasonable discretion) delivered to the ~~Collateral~~ Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the ~~Collateral~~ Administrative Agent). Any and all money and other property paid over to or received by the ~~Collateral~~ Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the ~~Collateral~~ Administrative Agent in an account to be established by the ~~Collateral~~ Administrative Agent upon receipt of such money or other property and ~~shall, subject to any applicable Intercreditor Agreement,~~ shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or ~~waived and the Parent Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Parent Borrower to that effect~~waived, the ~~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 ~~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 paragraph (a)(iii) of this Section 2.06 shall be automatically reinstated. (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Parent Borrower with written notice of the suspension of the Grantors’ rights 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 Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the 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 Required Lenders, 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 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 Collateral Agent to the Parent Borrower under Section 2.05 or Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more 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 Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the 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 (APX Group Holdings, Inc.)

Common use of Voting Rights; Dividends and Interest Clause in Contracts