Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspended: (i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof; (ii) the Term Collateral Agent shall promptly 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 paragraph (a)(i) 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05. (d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Term Collateral Agreement (Installed Building Products, Inc.), Term Collateral Agreement (Builders FirstSource, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Notes Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 Collateral or any part thereofthereof for any purpose; provided that such rights and powers shall not be exercised in any manner that would reasonably be expected to materially and adversely affect the rights and remedies of the Notes Collateral Agent in respect of the Pledged Collateral;
(ii) the Term Notes Collateral Agent shall promptly 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 other rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this SectionSection 3.06; 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 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 AgreementIndenture, the other Loan Notes Documents and applicable laws; , provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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, and required to be delivered to the Notes 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, or for and on behalf of, the Notes Collateral Agent and shall be forthwith delivered to the Term Notes Collateral Agent in the same form as so received (with any necessary endorsements, stock powers or note powers and other instruments of transfer reasonably requested by the Term Collateral Agenttransfer), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Notes Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06, shall cease, and all such rights shall thereupon become vested in the Term Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that, to the extent directed by the Required Lenders, the Term 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 2.05 3.06 shall be held in trust for the benefit of of, or for and on behalf of, the Term Notes Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and or other instruments of transfer reasonably requested by the Term Collateral Agenttransfer). Any and all money and other property paid over to or received by the Term Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Notes Collateral Agent in an account to be established by the Term Notes Collateral Agent upon receipt of such money or other property and, to shall be held as security for the extent so received, shall, subject to any applicable Intercreditor Agreement, payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived and the Borrower Issuer has delivered to the Term Notes Collateral Agent a certificate of a Responsible the Chief Financial Officer, Treasurer or other Officer of the Borrower Issuer to that effect, the Term Notes Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be have been permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 3.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Notes Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.053.06, 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 2.053.06, and the obligations of the Term Notes Collateral Agent under paragraph (a)(ii) of this Section 2.053.06, shall cease, and all such rights shall thereupon become vested in the Term Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual other rights and powers; provided , provided, that, unless otherwise directed by the Required LendersMajority Holders, the Term Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Notes Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 3.06 (i) may shall 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) in part without suspending all such rights or powers (as specified by the Term Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Notes Collateral Agent’s rights right to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights and powers so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Indenture (Arconic Inc.), Indenture (Arconic Rolled Products Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided at least one (1) Business Day’s prior written notice to the Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 delivered to the Term Collateral Agent pursuant to Section 2.02(a) and in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, and shall, subject to the terms of 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided the Grantors Borrower with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they 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 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Borrower under paragraph (a) of Section 2.05 or this Section 2.05 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (TaskUs, Inc.), Security Agreement (TaskUs, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 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;thereof for any purpose consistent with the terms of this Agreement and the Credit Agreement, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Credit Agreement.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney attorney, certificates 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, 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 2.05 shall cease, and all such rights shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement and the Lenders Lien Subordination and Intercreditor Agreement) thereupon become vested in the Term Collateral Agent, which shall (subject as aforesaid) 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 Term 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 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.027.03. After all Events of Default have been cured or waived and the Borrower Company has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement and the Lien Subordination and Intercreditor Agreement) 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05Section, 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 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term Collateral Agent, which shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement and the Lenders Lien Subordination and 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 Majority Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Goodyear Tire & Rubber Co /Oh/), Reaffirmation Agreement (Goodyear Tire & Rubber Co /Oh/)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent Controlling Authorized Representative shall have notified the Grantors Issuer in writing that their it is exercising its rights under Article 4 hereof and that the rights of the Grantors under this Section 2.05 2.06 are being suspended:
(i) 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;thereof for any purpose that would not violate the terms of the Indenture, this Agreement or the other Collateral Documents.
(ii) Subject to Section 2.06(b) below, the Term Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall promptly execute and deliver to each Grantor, or cause to be promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 bynot prohibited by the Indenture, and are otherwise paid this Agreement or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable lawsCollateral Documents; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 be forthwith held in trust for the benefit of the Collateral Agent and the other Secured Parties and shall be promptly (and in any event, no later than the date required by any Secured Credit Document of the Controlling Authorized Representative at such time, or, if the Collateral Agent is the Controlling Authorized Representative at such time, the date on which a compliance certificate is required to be delivered pursuant to Section 4.04 of the Indenture (or, if earlier, the date on which such compliance certificate is actually delivered to the Term Collateral Agent) or such 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 endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, Default and after the Term Collateral Agent Controlling Authorized Representative shall have notified the Grantors, as applicable, Issuer in writing that it is exercising its rights under Article 4 hereof and that the rights of the suspension of their rights Grantors under paragraph (a)(iii) of this Section 2.052.06 are being suspended, subject to applicable law, all rights of any Grantor to receive dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 2.06 shall cease, and all such rights shall thereupon become vested vested, for the benefit of the Secured Parties, in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, and shall be forthwith promptly (and in any event within forty-five (45) days or such longer period as to which the Controlling Authorized Representative may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 and 2.06 that remain have not been applied in such accountaccordance with the provisions of Section 4.02 hereof pursuant to this Section 2.06(b).
(c) Upon the occurrence and during the continuance of an Event of Default, Default and after the Term Collateral Agent Controlling Authorized Representative shall have notified the Grantors Issuer in writing that it is exercising its rights under Article 4 hereof and that the rights of the suspension of their rights Grantors under paragraph (a)(i) of this Section 2.052.06 are being suspended, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 LendersHolders in accordance with the terms of the Indenture, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Collateral Agent. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (ci) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.052.06 and (ii) the obligations of the Collateral Agent pursuant to the terms of paragraph (a)(i) of this Section 2.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, Issuer suspending their the rights of the Grantors under paragraph (a) of this Section 2.05 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional written notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if 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.), 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 is be continuing and the Term Collateral Agent shall have notified provided at least one (1) Business Day’s prior written notice to the Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided the Grantors Borrower with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they 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 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Borrower under paragraph (a) of this Section 2.05 or Section 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Alight Inc. / DE), Security Agreement (Alight Inc. / DE)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and until the Term Collateral Agent shall have notified given the Grantors in writing that their rights under this Section 2.05 are being suspendednotice of its exercise of remedies:
(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 not in violation of the terms of this Agreement, the Indenture and the other Indenture Documents;
(ii) the Term The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Sectionabove; 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 AgreementIndenture, the other Loan Indenture Documents and applicable lawsLaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 days or such longer period as the Credit Agreement Collateral Agent or any other Senior Representative, or, if such Credit Agreement Collateral Agent or Senior Representative does not exist, the Collateral Agent, may agree in writing in its sole discretion) delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Default and upon receipt of notice from Collateral Agent shall have notified of its exercise of remedies, subject to the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Second Lien Intercreditor Agreement, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent, shall be segregated from other property or funds of such Grantor and subject to the Second Lien Intercreditor Agreement, shall be promptly (and in any event within 10 days or such longer period as the Credit Agreement Collateral Agent and or any other Senior Representative, or, if such Credit Agreement Collateral Agent or Senior Representative does not exist, the other Secured Parties and shall be forthwith Collateral Agent, may agree in writing in its sole discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Default and upon receipt of notice from Collateral Agent shall have notified the Grantors of the suspension its exercise of their rights under paragraph (a)(i) of this Section 2.05remedies, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and subject to the Second Lien Intercreditor Agreement, all such rights shall thereupon become vested in the Term 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 LendersSecured Parties, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (aa)(ii) of this Section 2.05 (i) may 2.06 shall 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuingreinstated.
Appears in 2 contracts
Samples: u.s. Second Lien Notes Security Agreement (Gates Global Inc.), u.s. Second Lien Notes Security Agreement (Gates Engineering & Services FZCO)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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;thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents.
(ii) At the Term sole expense of the Grantors, the Collateral Agent shall promptly 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 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 paragraph subparagraph (a)(ii) of this Section; andabove and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(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 AgreementIndenture, the other Loan Notes Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.is
Appears in 2 contracts
Samples: Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing a Grantor that their its rights under this Section 2.05 3.06 are being suspended:
(i) each Such Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Stock or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each such 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 the Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Such 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 Stock to the extent and only to the extent that such dividends, interest, principal dividends and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal dividends or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesStock, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Stock or received in exchange for Pledged Securities Stock 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 a 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, a Grantor of the suspension of their its rights under paragraph (a)(iii) of this Section 2.053.06, then all rights of any the Grantor to dividends, interest, principal dividends or other distributions that such the Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.06 shall ceasebe suspended, and all such rights shall thereupon become vested in the Term Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal dividends or other distributions; provided that, to the extent directed by the Required Lenders, the Term 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 dividends or other distributions received by any Grantor contrary to the provisions of this Section 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and Agent, shall be segregated from other property or funds of the other Secured Parties Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account4.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Blockbuster Inc), Guarantee and Collateral Agreement (Blockbuster Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and until the Term Collateral Agent shall have notified given the Grantors in writing that their rights under this Section 2.05 are being suspendednotice of its exercise of remedies:
(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 not in violation of the terms of this Agreement, the Credit Agreement and the other Loan Documents;
(ii) the Term The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Sectionabove; 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 lawsLaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 days or such longer period as the Collateral Agent may agree in writing in its sole discretion) delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Default and upon receipt of notice from Collateral Agent shall have notified the Grantors, as applicable, of the suspension its exercise of their rights under paragraph (a)(iii) of this Section 2.05remedies, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in writing in its sole discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Default and upon receipt of notice from Collateral Agent shall have notified the Grantors of the suspension its exercise of their rights under paragraph (a)(i) of this Section 2.05remedies, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (aa)(ii) of this Section 2.05 (i) may 2.06 shall 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuingreinstated.
Appears in 2 contracts
Samples: u.s. Security Agreement (Gates Global Inc.), u.s. Security Agreement (St. Augustine Real Estate Holding LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.06 are being suspended:
(i) each 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;thereof for any purpose consistent with the terms in 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 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 Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(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; , provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.03(c) or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentotherwise), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (AGA Medical Holdings, Inc.), Guarantee and Collateral Agreement (Select Specialty Hospital Topeka Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspendedbe continuing:
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Note Purchase Agreement and the other 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 Collateral Agent or the other Secured Parties under this Agreement, the Note Purchase Agreement or any other Note Document or the ability of the Secured Parties to exercise the same.
(ii) At the Term Grantors’ sole cost and expense, the Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such each Grantor, all such proxies, powers of attorney and other instruments as such Grantor 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Note Purchase Agreement, the other Loan Note Documents and applicable lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Equity, Pledged Debt or Pledged Debt SecuritiesResidual Interests, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement or note powers and other instruments instrument of transfer assignment reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Agent, for the benefit of the Secured Parties, 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and Agent, for the benefit of the Secured Parties, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise powers (as directed by the Required Lenders, the Term 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 rightsHolders). After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.052.06.
(d) Any notice given by the Term Collateral Agent Each Grantor hereby consents, in its capacity as shareholder, member, manager or partner of any Person in which such Grantor holds an Equity Interest, to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) may be given by telephone if promptly confirmed the pledge of any Equity Interests in writing, any such Person under Section 2.01 and (ii) may be given with respect to one or more the transfer of any Equity Interests in any such Person, in each case resulting from 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s exercise of rights and remedies pursuant to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuingSection 4.01.
Appears in 2 contracts
Samples: Security Agreement (Velocity Financial, Inc.), Security Agreement (Velocity Financial, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspended:
(i) each be continuing: 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;
(ii) , and each Grantor agrees that it shall exercise such rights for purposes consistent with the Term terms of this Agreement, the Credit Agreement and the other Loan Documents; The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Sectionabove; and
(iii) each and 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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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) delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 and that 2.06 to the extent such proceeds remain in such account.
(c) . Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they 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 2.05.
(d) 2.06 shall be reinstated. Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Borrower under paragraph (a) of this Section 2.05 or Section 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided at least one (1) Business Day’s prior written notice to the Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 delivered to the Term Collateral Agent pursuant to Section 2.02(a) and in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right be segregated from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.other
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Tradeweb Markets Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspendedbe continuing:
(i) each Grantor Each 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;thereof for any purpose consistent with the terms of this Agreement and the other Loan Documents; provided, that such rights and powers shall not be exercised in any manner that could adversely affect the rights inuring to a holder of any Pledged Collateral or the rights and remedies 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 Term Collateral Agent shall promptly 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 paragraph (a)(i) of this Section; and[Reserved].
(iii) Without limiting the Administrative Agent’s Liens thereon, each Grantor Obligor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted not prohibited by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit this Agreement, the other Loan Documents and applicable laws; provided provided, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 GrantorObligor, shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Obligor and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon Subject to the DIP Orders, upon the occurrence and during the continuance of an Event of Default, after concurrent with the Term Collateral Agent shall have notified Administrative Agent’s notice to the Grantors, as applicable, Obligors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, all rights of any Grantor Obligors to dividends, interest, principal or other distributions that such Grantor Obligor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 Obligor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Administrative Agent, shall be segregated from other Secured Parties property or funds of such Obligor and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property andproperty, to shall be held as security for the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.6.
(c) Upon Subject to the DIP Orders, upon the occurrence and during the continuance of an Event of Default, after concurrent with the Term Collateral Agent shall have notified Administrative Agent’s notice to the Grantors Obligors of the suspension of their rights under and in accordance with paragraph (a)(i) of this Section 2.05Section, all rights of any Grantor Obligor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05Section, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers; provided provided, that, unless otherwise directed by the Required Lenders, the Term Collateral Administrative Agent shall have the right from time to time following and during to, in its sole discretion, notwithstanding the continuance of an Event of Default Default, to permit the Grantors any Obligor to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05powers.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Loan and Security Agreement (Core Scientific, Inc./Tx), Loan and Security Agreement (Core Scientific, Inc./Tx)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) At the Term Collateral sole expense of the Loan Parties, the Administrative Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Administrative Agent and shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC), Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspended:
(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;
(ii) the Term Collateral Administrative Agent shall promptly 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 paragraph (a)(i) 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Administrative 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Administrative Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Administrative Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term Collateral Administrative 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 2.05 shall be held for the benefit of the Term Collateral Administrative Agent and the other Secured Parties Creditors and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Administrative Agent). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, prior to the Administrative Agent exercising such voting and consensual rights and powers, the Administrative Agent shall notify the Grantors in writing of its intention to exercise any such right on behalf of the Secured Creditors; provided further that, unless otherwise directed by the Required Lenders, the Term Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Administrative Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Administrative Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Installed Building Products, Inc.), Security Agreement (Installed Building Products, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 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;thereof for any purpose consistent with the terms of this Agreement and the Credit Agreement, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Credit Agreement.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney attorney, certificates 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.027.03. After all Events of Default have been cured or waived and the Borrower Company has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall (subject to any applicable provisions of the Second Lien Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement and the Lien Subordination and Intercreditor Agreement) 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05Section, 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 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 Majority Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Reaffirmation Agreement (Goodyear Tire & Rubber Co /Oh/), First Lien Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
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 is continuing and the Term Notes Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 thereofthereof for any purpose consistent with the terms of this Agreement, the Indenture and the other 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 Term Notes Collateral Agent shall promptly 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 paragraph (a)(i) 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 AgreementIndenture, the other Loan Note Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Notes Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent), in each case, transfer. Subject 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer terms of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the Term Notes Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that, to the extent directed by the Required Lenders, the Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Notes Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Notes Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agenttransfer). Any and all money and other property paid over to or received by the Term Notes Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Notes Collateral Agent in an account to be established by the Term Notes Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has Issuers have delivered to the Term Notes Collateral Agent a certificate of a Responsible Officer of the Borrower an Officer’s Certificate to that effect, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon . Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the Term Notes Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Notes Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Lendersprovisions of the Indenture, the Term Notes Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has Issuers have delivered to the Term Notes Collateral Agent a certificate of a Responsible Officer of the Borrower an Officer’s Certificate to that effect, all rights vested in the Term Notes Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) 2.06. Any notice given by the Term Notes Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 2.06 (i) 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) in part without suspending all such rights (as specified by the Term Notes Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Notes Collateral Agent’s Agent rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Base Indenture (Denali Holding Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing Credit Parties that their rights under this Section 2.05 3.05 are being suspended:
(i) each Grantor Each Credit Party 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;thereof for any purpose, subject to any limitations thereon as may be provided for in the Credit Agreement and otherwise consistent with the terms and provisions of this Agreement, the Credit Agreement and the other Loan Documents; provided, that no Credit Party shall vote to (A) enable or take other action to permit any issuer of Pledged Equity Interests to issue any additional Equity Interests except for additional Equity Interests that (1) in the case of any such issuer that is a holder or owner of any Agency Collateral, are issued ratably to all existing holders of the Equity Interests of such issuer and (2) to the extent issued to a Credit Party, will subject to the security interest of the Administrative Agent granted herein or (B) enter into any agreement or undertaking restricting the right or ability of such Credit Party or the Administrative Agent to sell, assign or transfer any Equity Interests.
(ii) The Administrative Agent, at the Term Collateral Agent Credit Party’s expense, shall promptly execute and deliver to each GrantorCredit Party, or cause to be promptly executed and delivered to such GrantorCredit Party, all such proxies, powers of attorney and other instruments as such Grantor Credit Party may reasonably request for the purpose of enabling such Grantor Credit Party to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) Each Credit Party shall be entitled to pay dividends and distributions solely to the extent permitted by the Credit Agreement, and each Grantor Credit 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 are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided provided, that (x) any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Interest 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 Securities, and, if received by any GrantorCredit Party, shall not be commingled by such Credit Party with any of its other funds or property but shall be held separate and apart therefrom, shall be forthwith held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall be promptly, and in any event on the next Delivery Date after receipt of same, delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.02(c) or note powers otherwise) and other instruments of transfer reasonably requested by the Term (y) any Article 9 Collateral Agent), in each case, so received shall be subject to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Event applicable provisions of Default has occurred and is continuing, the Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentArticle 4 hereof.
(b) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Credit Parties of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.05, all rights of any Grantor Credit Party to dividends, interest, principal or other distributions that such Grantor Credit Party is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 Credit Party contrary to the provisions of this Section 2.05 3.05 shall be held in trust for the benefit of the Term Collateral Administrative Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Credit Party and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived waived, as may be applicable, and the Borrower has delivered to the Term Collateral Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Administrative Agent shall promptly repay to each Grantor Credit Party (without interest) all dividends, interest, principal or other distributions that such Grantor Credit Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 3.05 and that remain in such account.
(c) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors Credit Parties of the suspension of their rights under paragraph (a)(i) of this Section 2.053.05, all rights of any Grantor Credit Party to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.053.05, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.053.05, shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term Collateral Administrative Agent shall have the right from time to time following and during the continuance continuation of an Event of Default to permit the Grantors Credit Parties to exercise such rights. After all Events of Default have been cured or waived and waived, as may be applicable, the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors Credit Parties shall have the exclusive right to exercise the voting and consensual rights and powers that they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.05above.
(d) Any notice given by the Term Collateral Administrative Agent to the Grantors, Credit Parties suspending their rights under paragraph (a) of this Section 2.05 3.05 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors Credit Parties at the same or different times times, and (iiiii) may suspend the rights of the Grantors Credit Parties under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.05 in part without suspending all such rights (as specified by the Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
(e) Solely with respect to Article 8 Matters (as defined below), each Credit Party hereby irrevocably grants and appoints the Administrative Agent, on behalf of the Secured Parties, from the date of this Agreement until the termination of this Agreement in accordance
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided prior notice to the Grantors in writing Canadian Borrower that their the rights of the Grantor under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Term Collateral Agent (or with respect to any Cash Flow Priority Collateral, prior to the Discharge of Pail Cash Flow Obligations, the Controlling Cash Flow Debt Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Canadian Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent (or with respect to any Cash Flow Priority Collateral, prior to the Discharge of Pari Cash Flow Obligations, the Controlling Cash Flow Debt Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) , upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Canadian Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Canadian Borrower to that effect, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided the Grantors Canadian Borrower with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Canadian Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Canadian Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that the Canadian 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 (aXii) of this Section 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Canadian Borrower under paragraph (a) of this Section 2.05 or Section 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing Borrower that their its rights under this Section 2.05 2.06 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 Borrower under paragraph (h) or (i) of Article VII of the Credit Agreement):
(i) each Grantor The Borrower 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 for 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 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 Term The Collateral Agent shall promptly execute and deliver to each Grantorthe Borrower, or cause to be promptly executed and delivered to such Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor the Borrower may reasonably request for the purpose of enabling such Grantor the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Grantor The Borrower shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 the Borrower, shall not be commingled by the Borrower with any Grantorof 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors, as applicable, Borrower of the suspension of their its rights under paragraph (a)(iii) of this Section 2.052.06, then all rights of any Grantor the Borrower to dividends, interest, principal or other distributions that such Grantor the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 the Borrower contrary to the provisions of this Section 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and Agent, shall be segregated from other property or funds of the other Secured Parties Borrower and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account4.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
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 is be continuing and the Term Collateral Second Lien Agent shall have notified provided prior notice to the Issuers that the rights of the Grantors in writing that their rights under this Section 2.05 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;thereof and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Indenture and the other Security Documents.
(ii) the Term Collateral The Second Lien 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 AgreementIndenture, the other Loan Security Documents and applicable lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, and subject to the terms of the Intercreditor Agreements, shall be held in trust for the benefit of the Second Lien Agent and the Second Lien Secured Parties and shall be promptly (and in any event within 10 Business Days) delivered to the Term Collateral Second Lien Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Second Lien 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 Term Collateral Second Lien 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Second Lien Agent shall have notified the Grantors, as applicable, Issuers of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Second Lien 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Second Lien Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days) delivered to the Term Collateral Second Lien Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Second Lien Agent). Any and all money and other property paid over to or received by the Term Collateral Second Lien Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Second Lien Agent in an account to be established by the Term Collateral Second Lien Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower Company has delivered to the Term Collateral Second Lien Agent a certificate of a Responsible Officer of the Borrower Company to that effect, the Term Collateral Second Lien 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 2.05 2.06 and that remain in such account.
(c) Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Second Lien Agent shall have notified provided the Grantors Issuers with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Second Lien Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term Collateral Second Lien 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 LendersHolders representing a majority in aggregate principal amount of outstanding Notes, the Term Collateral Second Lien Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has Issuers have delivered to the Term Collateral Second Lien Agent a certificate of a Responsible Officer of the Borrower Issuers to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that the Issuers would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Second Lien Agent under paragraph (a)(ii) of this Section 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Second Lien Agent to the Grantors, suspending their rights Issuers under paragraph (a) of this Section 2.05 (ior Section 2.06(i) may shall 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 Term Collateral Second Lien Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Second Lien Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided prior notice to the Grantors in writing Borrower that their the rights of the Grantor under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Term Collateral Agent (or with respect to any Term Loan/Notes Priority Collateral prior to the Discharge of Term Loan/Notes Obligations, any Term Loan/Notes Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent (or with respect to any Term Loan/Notes Priority Collateral prior to the Discharge of Term Loan/Notes Obligations, any Term Loan/Notes Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement) upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided the Grantors Borrower with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that 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 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Borrower under paragraph (a) of this Section 2.05 or Section 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (DJO Finance LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspended:
(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;
(ii) the Term Collateral Agent shall promptly 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 paragraph (a)(i) 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties Creditors and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Abl Collateral Agreement (Builders FirstSource, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided written notice to the Grantors in writing that their rights in respect of the Pledged Securities under this Section 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;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney attorney, certificates and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to (A) exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) above, (B) receive dividends, interest, principal and other distributions it is entitled to receive pursuant to clause (iii) below and (C) sell, transfer or otherwise dispose of this Section; andPledged Collateral to the extent permitted under the Credit Agreement.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith delivered 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 shall be subject to the Term security interest of the Collateral Agent in for the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer benefit of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecured Parties.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. To the extent not required to be applied as provided herein, such deposits shall be invested in obligations (which shall be selected by, and may be obligations of, the Collateral Agent) earning interest at an overnight rate, which investments shall be made at the Borrower’s risk and expense. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer to that effect and any acceleration of the Borrower to that effectObligations has been rescinded, nullified or otherwise cancelled, the Term Collateral Agent shall promptly shall, within 5 Business Days repay to each Grantor (without with interest, if any) 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided notice to the Grantors of the suspension of their rights under sub-paragraph (a)(i) of this Section 2.053.06, 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 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall each Grantor will have the exclusive right to exercise the voting and consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.05above.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Ssa Global Technologies, Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default or a Cash Dominion Event, as applicable, shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Lead Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;thereof for 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 Loan Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Securities, to the extent (and only to the extent 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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 applicable Secured Parties and shall be forthwith delivered to the Term Collateral Agent (unless the same are required to be delivered (and are delivered) to the Term Debt Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecurities.
(b) Upon the occurrence and during the continuance of an Event of Defaulta Cash Dominion Event, after the Term Collateral Agent shall have notified the Grantors, as applicable, Lead Borrower of the suspension of their the rights of the Grantors under paragraph (a)(iii) of this Section 2.052.06(a)(iii), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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, subject to the extent directed by terms of the Required Lenders, the Term 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 rightsIntercreditor Agreement. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand (unless the same are required to be delivered (and are delivered) to the Term Debt Collateral Agent pursuant to the Intercreditor Agreement) in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent At such time as a certificate of a Responsible Officer of the Borrower to that effectCash Dominion Event is no longer continuing, the Term Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.05 a Cash Dominion Event and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors Lead Borrower of the suspension of their the rights of the Grantors under paragraph (a)(i) of this Section 2.052.06(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 2.052.06(a)(i), and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Term Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, subject to the terms of the Intercreditor Agreement; provided that, unless otherwise directed by that the Required Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to paragraph (a)(ithe terms of Section 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.05shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, Lead Borrower suspending their the rights of the Grantors under paragraph (aSection 2.06(a) of this Section 2.05 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(iSection 2.06(a)(i) or paragraph (a)(iiiiii) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as a Cash Dominion Event or an Event of Default Default, as applicable, has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Samples: Security Agreement (Ahny-Iv LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.06 are being suspended:
(i) each 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;thereof for 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 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 Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(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; , provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.03(c) or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentotherwise), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term Collateral Agent shall promptly deliver (after reasonable advance notice) to each the applicable Grantor any Pledged Securities pledged by such Grantor in its possession if requested to be delivered to the issuer Borrower thereof in connection with any exchange or redemption of such Pledged Securities permitted by under the Credit Agreement in accordance with this Section 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentAgreement.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (US Oncology Holdings, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided at least one (1) Business Day’s prior written notice to the Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account4.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if 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 is be continuing and the Term Collateral Agent shall have notified provided prior notice to the Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;thereof and each Grantor agrees that it shall exercise such rights as permitted under the Credit Agreement and the other Loan Documents.
(ii) the Term The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided the Grantors Borrower with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they 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 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Borrower under paragraph (a) of this Section 2.05 or Section 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspendedbe continuing:
(i) each Grantor Each Guarantor 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 for 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 Term The Collateral Agent shall promptly execute and deliver to each GrantorGuarantor, or cause to be promptly executed and delivered to such GrantorGuarantor, all such proxies, powers of attorney and other instruments as such Grantor Guarantor may reasonably request for the purpose of enabling such Grantor Guarantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Grantor Each Guarantor 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 GrantorGuarantor, shall not be commingled by such Guarantor 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Guarantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, then all rights of any Grantor Guarantor to dividends, interest, principal or other distributions that such Grantor Guarantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 Guarantor contrary to the provisions of this Section 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Guarantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Wix Filtration Media Specialists, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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;thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Notes Documents.
(ii) At the Term sole expense of the Grantors, the Collateral Agent shall promptly 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 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 paragraph subparagraph (a)(ii) of this Section; andabove and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(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 AgreementIndenture, the other Loan Notes Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.necessary
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.03 are being suspended:
(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; and
(ii) the Term Collateral Agent shall promptly 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 paragraph (a)(i) of this Section; and
(iii) each Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iiia)(ii) of this Section 2.053.03, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiia)(ii) of this Section 2.05 3.03 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.03 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Limited Brands Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.06 are being suspended:
(i) each 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;thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Indenture Documents, provided that such rights and powers shall not be exercised in any manner that would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or the Indenture or any other Indenture Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(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 AgreementIndenture, the other Loan Indenture Documents and applicable laws; , provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.03(c) or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentotherwise), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term Collateral Agent shall promptly deliver (after reasonable advance notice) to each the applicable Grantor any Pledged Securities pledged by such Grantor in its possession if requested to be delivered to the issuer Issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by under the Credit Agreement in accordance with this Section 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentIndenture.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.to
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 2.06 are being suspended:
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents referenced in clause (a) of the definition thereof;; 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 referenced in clause (a) of the definition thereof, 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 referenced in clause (a) of the definition thereof or the ability of the Secured Parties to exercise the same.
(ii) the Term Collateral The Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Administrative Agent and the Secured Parties and shall be promptly (and in any event within 10 Business Days) delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Administrative 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the rights of the Grantors under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Administrative Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 5 Business Days) delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Administrative Agent). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.024.02 hereof. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 and 2.06 that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified provided the Grantors Borrower with 10 days notice of the suspension of their the rights of the Grantors under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rightsrights at the discretion of the Administrative Agent. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.052.06.
(d) Any notice given by the Term Collateral Administrative Agent to the Grantors, Borrower suspending their the rights of the Grantors under paragraph (a) of this Section 2.05 2.06 (i) may shall 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 Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge and Security Agreement (VPNet Technologies, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided prior notice to the Grantors in writing Issuer that their the rights of the Grantor under this Section 2.05 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;thereof for any purpose not inconsistent with the terms of this Agreement, the Indenture and the other Secured Documents.
(ii) the Term The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 AgreementIndenture, the other Loan Secured Documents and applicable lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 20 Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 Secured Documents in accordance with this Section 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Issuer of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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, distributions subject to the extent directed by terms of the Required Lenders, the Term 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 rightsIntercreditor Agreement. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided the Grantors Issuer with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 that the Required Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they 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 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Issuer under paragraph (a) of this Section 2.05 or Section 2.06 (i) may shall 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 Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified given the Grantors in writing that their notice of its intent to exercise its rights under this Section 2.05 are being suspended:Agreement (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default with respect to Holdings, the Borrower or any Subsidiary under paragraph (g) or (h) of Article VII of the Credit Agreement):
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, 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 Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such each Grantor, all such proxies, powers of attorney and other instruments as such a 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawslaw; provided provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement). This paragraph (iii) shall not apply to dividends between or note powers among the Borrower and other instruments the Subsidiary Guarantors only of transfer reasonably requested by property subject to a perfected security interest under this Agreement; provided that the Term Collateral Agent), in each case, to Borrower takes any actions 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 Term Collateral Agent shall promptly deliver reasonably specifies to each Grantor any Pledged Securities ensure the continuation of its perfected security interest 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 property under this Section 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentAgreement.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, then all rights of any each Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 each Grantor contrary to the provisions of this Section 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (CCC Information Services Group Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default (as defined in any Credit Agreement (other than the European Facilities Agreement prior to the initial incurrence, issuance or sale by the Company of Senior Subordinated-Lien Indebtedness)) shall have occurred and is be continuing and the Term Collateral Agent shall have notified the US Facilities Grantors in writing that their rights under this Section 2.05 3.02 are being suspended:
(i) each Each US Facilities Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of US Facilities Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this Agreement and the Credit Agreements, including the right to sell or otherwise transfer such US Facilities Pledged Collateral in accordance with the terms of the Credit Agreements.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each US Facilities Grantor, or cause to be promptly executed and delivered to such US Facilities Grantor, all such proxies, powers of attorney attorney, certificates and other instruments as such US Facilities Grantor may reasonably request for the purpose of enabling such US Facilities Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Each US Facilities 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 US Facilities 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 AgreementAgreements, the other Loan Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute US Facilities Pledged Equity Interests or US Facilities Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any US Facilities Pledged Securities Collateral or received in exchange for US Facilities 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 US Facilities Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of DefaultDefault (as defined in any Credit Agreement (other than the European Facilities Agreement prior to the initial incurrence, issuance or sale by the Company of Senior Subordinated-Lien Indebtedness)), after the Term Collateral Agent shall have notified the Grantors, as applicable, US Facilities Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, then all rights of any US Facilities Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.to
Appears in 1 contract
Samples: Master Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided prior notice to the Company that the rights of the Grantors in writing that their rights under this Section 2.05 2.6 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 consistent with the terms of this Agreement, the Indenture and the other Notes Documents;
(ii) the Term The Collateral Agent shall promptly (after reasonable advance written notice) 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 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 paragraph subparagraph (a)(ii) of this Sectionabove; 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 AgreementIndenture, the other Loan Notes Documents and applicable lawsLaws; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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) delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested in writing to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement Indenture in accordance with this Section 2.05(a)(iii2.6(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, after the Term Collateral Agent shall have notified the Grantors, as applicable, Company of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.6, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.6 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.024.2. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, after the Term Collateral Agent shall have notified provided the Grantors Company with notice of the suspension of their the rights of the Grantors under paragraph (a)(i) of this Section 2.052.6, then, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.052.6, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.6, shall cease, and all such rights shall thereupon become vested in the Term 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 Lendersrequisite percentage of holders pursuant to the terms of the Indenture, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they 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 2.052.6 shall be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights Company under paragraph (a) of this Section 2.05 2.5 or Section 2.6 (i) may shall 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 2.6 in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 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;thereof for any purpose consistent with the terms of this Agreement and the Credit Agreement, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Credit Agreement.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney attorney, certificates 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.027.03. After all Events of Default have been cured or waived and the Borrower Company has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall (subject to any applicable provisions of the Second Lien Guarantee and Collateral Agreement, the Third Lien Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement and the Lien Subordination and Intercreditor Agreement) 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05Section, 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 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 Majority Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspendedbe continuing:
(i) each Grantor The Borrower 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 for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term Collateral The Administrative Agent shall promptly execute and deliver to each Grantorthe Borrower, or cause to be promptly executed and delivered to such Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor the Borrower may reasonably request for the purpose of enabling such Grantor the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Grantor The Borrower shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the 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, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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, or as a result of any liquidation or dissolution, shall be and become part of the Pledged Collateral and, if received by the Borrower, shall not be commingled by the Borrower with any Grantorof its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers endorsement); provided that such delivery to the Administrative Agent shall be made within (x) ten (10) Business Days (with respect to any Significant Subsidiary) and other instruments (y) within sixty (60) days (with respect to any Subsidiary that is not a Significant Subsidiary) of transfer reasonably requested by the Term Collateral Agent), receipt (in each case, to as such date may be extended by 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 Term 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 2.05(a)(iiisole discretion), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, all rights of any Grantor the Borrower to dividends, interest, principal or other distributions that such Grantor the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 2.07 shall cease, and all such rights shall shall, to the extent not inconsistent with the Regulatory Transfer Restrictions, thereupon become vested in the Term Collateral Administrative 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 Term 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 the Borrower contrary to the provisions of this Section 2.05 2.07 shall be held in trust for the benefit of the Term Collateral Agent and Administrative Agent, shall be segregated from other property or funds of the other Secured Parties Borrower and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account3.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified U.S. Borrower Agent that the Grantors in writing that their U.S. Domiciled Obligors’ rights under this Section 2.05 are being suspended:
(i) each Grantor Each of the U.S. Domiciled Obligors shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this 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 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 Term Collateral Agent shall promptly execute and deliver to each GrantorU.S. Domiciled Obligor, or cause to be promptly executed and delivered to such Grantorit, all such proxies, powers of attorney and other instruments as such Grantor U.S. Domiciled Obligor may reasonably request for the purpose of enabling such Grantor U.S. Domiciled Obligor to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(ii) of this Section; andabove.
(iii) each Grantor Each of the U.S. Domiciled Obligors shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the its Pledged Securities Collateral to the extent and only to the extent that 120 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 this Agreement, the other Loan Documents and applicable lawsApplicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Grantorsuch Obligor, shall be held in trust for the benefit of Agent, shall be segregated from other Property or funds of such Obligor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, U.S. Borrower Agent of the suspension of their each of the U.S. Domiciled Obligors’ rights under paragraph (a)(iii) of this Section 2.05Section, all rights of any Grantor each of the U.S. Domiciled Obligors to dividends, interest, principal or other distributions that such Grantor U.S. Domiciled Obligor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 U.S. Domiciled Obligor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties Property or funds of such U.S. Domiciled Obligor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property Property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property andProperty, to the extent so received, shall, subject to any applicable Intercreditor Agreement, shall be held as security for Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors U.S. Borrower Agent of the suspension of their the U.S. Domiciled Obligors’ rights under paragraph (a)(i) of this Section 2.05Section, all rights of any Grantor each of the U.S. Domiciled Obligors to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during to, in its sole discretion, notwithstanding the continuance of an Event of Default Default, to permit the Grantors such Obligor to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05powers.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Loan Agreement (Hyster-Yale Materials Handling, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Borrower at least three (3) Business Days in advance that the rights of the Grantors in writing that their rights under this Section 2.05 2.06(a) 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;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term The Collateral Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent.
(iii) So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.
(b) Unless and until an Event of Default shall have occurred and be continuing, 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 lawsSecurities; provided that any noncash dividends, interest, principal dividends or other non-cash distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(bc) Upon the occurrence and during the continuance of an any Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(b) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (bc) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.028.03. After all Events At such time when no Event of Default have been cured or waived is then continuing, each Grantor’s right to receive and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall promptly repay to each Grantor (without interest) retain any and all dividends, interest, principal or and other distributions that such Grantor would otherwise paid on or distributed in respect of the Pledged Securities shall be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such accountautomatically reinstated.
(cd) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors Borrower at least three (3) Business Days in advance of the suspension of their the rights of the Grantors under paragraph (a)(i) of this Section 2.052.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.052.06(a)(i), and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the rights of the ABL Administrative Agent under the ABL Intercreditor Agreement, vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to paragraph (a)(ithe terms of Section 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.05shall be reinstated.
(de) Any notice given by the Term Collateral Agent to the GrantorsBorrower suspending the rights of the Grantors under Sections 2.06(a) or (d) above, suspending their rights under paragraph (a) of this Section 2.05 (i) may shall 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 (iiiand(iii) may suspend the rights of the Grantors under paragraph (a)(iSections 2.06(a)(i) or paragraph (a)(iiib) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a) or (d) above, if a Bankruptcy Event of Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 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;thereof for any purpose consistent with the terms of this Agreement and the Credit Agreement, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Credit Agreement.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney attorney, certificates 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 paragraph subparagraph (a)(ii) of this Section; andabove. [[5336199v.2]]
(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 Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.027.03. After all Events of Default have been cured or waived and the Borrower Company has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall (subject to any applicable provisions of the Second Lien Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement and the Lien Subordination and Intercreditor Agreement) 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05Section, 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 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 Majority Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.[[5336199v.2]]
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 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;thereof for any purpose consistent with the terms of this Agreement and the Credit Agreement, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Credit Agreement.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all such proxies, powers of attorney attorney, certificates 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, 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 2.05 shall cease, and all such rights shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement and the Lenders Lien Subordination and Intercreditor Agreement) thereupon become vested in the Term Collateral Agent, which shall (subject as aforesaid) 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 Term 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 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.027.03. After all Events of Default have been cured or waived and the Borrower Company has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement, the Third Lien Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement and the Lien Subordination and Intercreditor Agreement) 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05Section, 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 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term Collateral Agent, which shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement and the Lenders Lien Subordination and 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 Majority Lenders, the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Second Lien Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
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 is be continuing and the Term Collateral Third Lien Agent shall have notified provided prior notice to the Issuers that the rights of the Grantors in writing that their rights under this Section 2.05 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;thereof and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Indenture and the other Security Documents.
(ii) the Term Collateral The Third Lien 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 AgreementIndenture, the other Loan Security Documents and applicable lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, and subject to the terms of the Intercreditor Agreements, shall be held in trust for the benefit of the Third Lien Agent and the Third Lien Secured Parties and shall be promptly (and in any event within 10 Business Days) delivered to the Term Collateral Third Lien Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Third Lien 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 Term Collateral Third Lien 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Third Lien Agent shall have notified the Grantors, as applicable, Issuers of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Third Lien 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Third Lien Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days) delivered to the Term Collateral Third Lien Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Third Lien Agent). Any and all money and other property paid over to or received by the Term Collateral Third Lien Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Third Lien Agent in an account to be established by the Term Collateral Third Lien Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower Company has delivered to the Term Collateral Third Lien Agent a certificate of a Responsible Officer of the Borrower Company to that effect, the Term Collateral Third Lien 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 2.05 2.06 and that remain in such account.
(c) Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Third Lien Agent shall have notified provided the Grantors Issuers with notice of the suspension of their its rights under paragraph (a)(i) of this Section 2.052.06, 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 2.052.06, and the obligations of the Term Collateral Third Lien Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term Collateral Third Lien 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 LendersHolders representing a majority in aggregate principal amount of outstanding Notes, the Term Collateral Third Lien Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has Issuers have delivered to the Term Collateral Third Lien Agent a certificate of a Responsible Officer of the Borrower Company to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that the Company would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Third Lien Agent under paragraph (a)(ii) of this Section 2.052.06 shall be reinstated.
(d) Any notice given by the Term Collateral Third Lien Agent to the Grantors, suspending their rights Issuers under paragraph (a) of this Section 2.05 (ior Section 2.06(i) may shall 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 Term Collateral Third Lien Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Third Lien Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing Credit Parties that their rights under this Section 2.05 3.05 are being suspended:
(i) each Grantor Each Credit Party 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;thereof for any purpose, subject to any limitations thereon as may be provided for in the Credit Agreement and otherwise consistent with the terms and provisions of this Agreement, the Credit Agreement and the other Loan Documents; provided, that no Credit Party shall vote to (A) enable or take other action to permit any issuer of Pledged Equity Interests to issue any additional Equity Interests except for additional Equity Interests that (1) in the case of any such issuer that is a holder or owner of any Agency Collateral, are issued ratably to all existing holders of the Equity Interests of such issuer and (2) to the extent issued to a Credit Party, will subject to the security interest of the Administrative Agent granted herein or (B) enter into any agreement or undertaking restricting the right or ability of such Credit Party or the Administrative Agent to sell, assign or transfer any Equity Interests.
(ii) The Administrative Agent, at the Term Collateral Agent Credit Party’s expense, shall promptly execute and deliver to each GrantorCredit Party, or cause to be promptly executed and delivered to such GrantorCredit Party, all such proxies, powers of attorney and other instruments as such Grantor Credit Party may reasonably request for the purpose of enabling such Grantor Credit Party to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) Each Credit Party shall be entitled to pay dividends and distributions solely to the extent permitted by the Credit Agreement, and each Grantor Credit 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 are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided provided, that (x) any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Interest 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 Securities, and, if received by any GrantorCredit Party, shall not be commingled by such Credit Party with any of its other funds or property but shall be held separate and apart therefrom, shall be forthwith held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall be promptly, and in any event on the next Delivery Date after receipt of same, delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.02(c) or note powers otherwise) and other instruments of transfer reasonably requested by the Term (y) any Article 9 Collateral Agent), in each case, so received shall be subject to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Event applicable provisions of Default has occurred and is continuing, the Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentArticle 4 hereof.
(b) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Credit Parties of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.05, all rights of any Grantor Credit Party to dividends, interest, principal or other distributions that such Grantor Credit Party is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 Credit Party contrary to the provisions of this Section 2.05 3.05 shall be held in trust for the benefit of the Term Collateral Administrative Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Credit Party and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived waived, as may be applicable, and the Borrower has delivered to the Term Collateral Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Administrative Agent shall promptly repay to each Grantor Credit Party (without interest) all dividends, interest, principal or other distributions that such Grantor Credit Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 3.05 and that remain in such account.
(c) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors Credit Parties of the suspension of their rights under paragraph (a)(i) of this Section 2.053.05, all rights of any Grantor Credit Party to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.053.05, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.053.05, shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term Collateral Administrative Agent shall have the right from time to time following and during the continuance continuation of an Event of Default to permit the Grantors Credit Parties to exercise such rights. After all Events of Default have been cured or waived and waived, as may be applicable, the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors Credit Parties shall have the exclusive right to exercise the voting and consensual rights and powers that they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.05above.
(d) Any notice given by the Term Collateral Administrative Agent to the Grantors, Credit Parties suspending their rights under paragraph (a) of this Section 2.05 3.05 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors Credit Parties at the same or different times times, and (iiiii) may suspend the rights of the Grantors Credit Parties under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.05 in part without suspending all such rights (as specified by the Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
(e) Solely with respect to Article 8 Matters (as defined below), each Credit Party hereby irrevocably grants and appoints the Administrative Agent, on behalf of the Secured Parties, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as such Credit Party’s true and lawful proxy, for and in such Credit Party’s name, place and stead to vote all Pledged Equity Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided prior notice to the Grantors in writing Borrower that their the rights of the Grantor under this Section 2.05 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;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 Term 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Grantors’ rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in its reasonable discretion) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account4.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (DJO Finance LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Other Collateral Grantors in writing that their rights under this Section 2.05 3.02 are being suspended:
(i) each Each Other Collateral Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this Agreement and the Indenture, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Indenture.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Other Collateral Grantor, or cause to be promptly executed and delivered to such Other Collateral Grantor, all such proxies, powers of attorney attorney, certificates and other instruments as such Other Collateral Grantor may reasonably request in writing for the purpose of enabling such Other Collateral Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Each Other Collateral 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 Indenture and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Collateral or received in exchange for Pledged Securities Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Other Collateral Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, then all rights of any Other Collateral Grantor to dividends, interest, principal or other distributions that such Other Collateral Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 Other Collateral Grantor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Other Collateral Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.026.03; provided that in no event shall the Collateral Agent be obligated to invest and/or pay interest on any such money or other property. After all Events of Default have been cured or waived and the Borrower Company has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Agent shall promptly repay to each Other Collateral Grantor (without interest) all dividends, interest, principal or other distributions that such Other Collateral Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Other Collateral Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05Section, then all rights of any Other Collateral Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 (A) each of (x) the Required LendersTrustee (if there is an Event of Default under the Indenture) and (y) each Representative (if there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document) or (B) holders of at least 25% in aggregate principal amount of the outstanding (x) Notes (if there is an Event of Default under the Indenture) and (y) Designated Pari Passu Obligations (to the extent that there is an Event of Default under the applicable Designated Pari Passu Obligations Governing Document), the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Other Collateral Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, Other Collateral Grantors suspending their rights under paragraph (a) of this Section 2.05 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Other Collateral Grantors at the same or different times and (iii) may suspend the rights of the Other Collateral Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s 's rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspendedbe continuing:
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;
(ii) the Term The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Sectionabove; 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, Agreement and the other Loan Documents and applicable lawsDocuments; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested required by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.062.02. So long as no Event of Default has occurred and is continuing, the Term Collateral Agent shall promptly shall, no later than the next Quarterly Update Date, 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentAgreement.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 2.06 at its option (expressed in writing to the Borrower) shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06(b) shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified U.S. Borrower Agent that the Grantors in writing that their U.S. Domiciled Obligors’ rights under this Section 2.05 are being suspended:
(i) each Grantor Each of the U.S. Domiciled Obligors shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this 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 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 Term Collateral Agent shall promptly execute and deliver to each GrantorU.S. Domiciled Obligor, or cause to be promptly executed and delivered to such Grantorit, all such proxies, powers of attorney and other instruments as such Grantor U.S. Domiciled Obligor may reasonably request for the purpose of enabling such Grantor U.S. Domiciled Obligor to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(ii) of this Section; andabove.
(iii) each Grantor Each of the U.S. Domiciled Obligors shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the its Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit this Agreement, the other Loan Documents and applicable lawsApplicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Grantorsuch Obligor, shall be held in trust for the benefit of Agent, shall be segregated from other Property or funds of such Obligor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, U.S. Borrower Agent of the suspension of their each of the U.S. Domiciled Obligors’ rights under paragraph (a)(iii) of this Section 2.05Section, all rights of any Grantor each of the U.S. Domiciled Obligors to dividends, interest, principal or other distributions that such Grantor U.S. Domiciled Obligor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 U.S. Domiciled Obligor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties Property or funds of such U.S. Domiciled Obligor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property Property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property andProperty, to the extent so received, shall, subject to any applicable Intercreditor Agreement, shall be held as security for Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors U.S. Borrower Agent of the suspension of their the U.S. Domiciled Obligors’ rights under paragraph (a)(i) of this Section 2.05Section, all rights of any Grantor each of the U.S. Domiciled Obligors to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05Section, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05Section, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during to, in its sole discretion, notwithstanding the continuance of an Event of Default Default, to permit the Grantors such Obligor to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05powers.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Hyster-Yale Materials Handling, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 Equity Interests or Pledged Debt Securities or any part thereof;thereof for 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 Equity Interests or Pledged Debt 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 Administrative Agent or the Secured Parties to exercise the same.
(ii) the Term Collateral The Administrative Agent shall promptly 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 paragraph (a)(ii) of this Section; andabove and to receive the cash dividends, interest, principal and other distributions it is entitled to receive and retain pursuant to paragraph (iii) below.
(iii) each Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, cash, instruments and other property and all distributions from time to time received, receivable or otherwise paid on or distributed in respect of of, in exchange for or upon conversion of, the Pledged Equity Interests of Pledge Debt 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Administrative Agent and shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing Borrower that their the rights of such Grantor under this Section 2.05 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;thereof for 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 Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly 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 paragraph subparagraph (a)(ii) above, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent (acting at the direction, or with the consent, of this Section; andthe Requisite Lenders).
(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 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 are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent (or the First Lien Agent as the Collateral Agent’s bailee for perfection) in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecurities.
(b) Upon the occurrence and during the continuance of an any Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the rights of such Grantor under paragraph (a)(iii) of this Section 2.052.06(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)(iiiSection 2.06(a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Agent (or the First Lien Agent as the Collateral Agent’s bailee for perfection), 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent (or the First Lien Agent as the Collateral Agent’s bailee for perfection) upon demand in the same form as so received (with any necessary endorsements, stock or note powers and or other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.026.02. After all Events of Default have been cured or waived in accordance with the Credit Agreement and the Borrower has shall have delivered to the Term 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 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 Term Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.05 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors Borrower of the suspension of their the rights of such Grantor under paragraph (a)(i) of this Section 2.052.06(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 2.052.06(a)(i), and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06(a)(ii), shall cease, and all such rights shall thereupon become become, subject to the rights of the ABL Agent under the Intercreditor Agreement and the First Lien Agent under the First Lien/Second Lien Intercreditor Agreement, vested in the Term 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 Term 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 in accordance with the Credit Agreement and the Borrower has shall have delivered to the Term 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 Borrower to that effect, all rights vested in the Term Collateral Agent pursuant or any other Person, as to this paragraph (c) shall ceasewhich the parties acknowledge the Borrower is not in a position to make such certification), and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to paragraph (a)(ithe terms of Section 2.06(a)(i), and the obligations of the Collateral Agent under Section 2.06(a)(ii) of this Section 2.05shall automatically be reinstated.
(d) Any notice given by the Term Collateral Agent to the Grantors, Borrower suspending their the rights of such Grantor under paragraph (a) of this Section 2.05 2.06, (i) may shall 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)(iSections 2.06(a)(i) or paragraph (a)(iiiiii) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretionwriting) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if 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: Second Lien Security Agreement (99 Cents Only Stores LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspendedbe continuing:
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof, 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 Term The Collateral Agent shall promptly (after reasonable advance notice) 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 paragraph subparagraph (a)(ii) of this Sectionabove; 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 lawsLaw; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 30 days) delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent), in each case, to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Default or Event of Default has occurred and is continuing, the Term 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 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days) delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (aa)(ii) of this Section 2.05 (i) may 2.06 shall 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuingreinstated.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors Borrower in writing 5 Business Days prior thereto that their the rights of the Grantors under this Section 2.05 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;thereof for 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 Loan Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 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 paragraph subparagraph (a)(ii) of this Section; andabove, in each case as shall be specified in such request and be in form reasonably satisfactory to the Collateral Agent 4824-0659-7789v13 and the Required Lenders.
(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 Securities, to the extent (and only to the extent 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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 applicable Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecurities.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default (as defined in either US Facilities Credit Agreement) shall have occurred and is be continuing and the Term Collateral Agent shall have notified the US Facilities Grantors in writing that their rights under this Section 2.05 3.02 are being suspended:
(i) each Each US Facilities Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of US Facilities Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this Agreement and the US Facilities Credit Agreements, including the right to sell or otherwise transfer such US Facilities Pledged Collateral in accordance with the terms of the US Facilities Credit Agreements.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each US Facilities Grantor, or cause to be promptly executed and delivered to such US Facilities Grantor, all such proxies, powers of attorney attorney, certificates and other instruments as such US Facilities Grantor may reasonably request for the purpose of enabling such US Facilities Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Each US Facilities 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 US Facilities 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 US Facilities Credit AgreementAgreements, the other Loan Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute US Facilities Pledged Equity Interests or US Facilities Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any US Facilities Pledged Securities Collateral or received in exchange for US Facilities 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 US Facilities Pledged Collateral and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentCollateral.
(b) Upon the occurrence and during the continuance of an Event of DefaultDefault (as defined in either US Facilities Credit Agreement), after the Term Collateral Agent shall have notified the Grantors, as applicable, US Facilities Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.05Section, then all rights of any US Facilities Grantor to dividends, interest, principal or other distributions that such US Facilities Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 US Facilities Grantor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such US Facilities Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as in which so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account6.03.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Master Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Voting Rights; Dividends and Interest. (a) Unless and until an a Loan Group Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 Equity Interests or Pledged Indebtedness or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreements and the other Loan Group Documents.
(ii) the Term The Collateral Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Equity Interests and the Pledged Indebtedness 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 AgreementAgreements, the other Loan Group Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesIndebtedness, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Equity Interests or received in exchange for Pledged Securities Equity Interests or Pledged Indebtedness 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 Grantorsuch Pledged Equity Interests or Pledged Indebtedness shall constitute Specified Pledged Securities, such Specified Pledged Securities shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an a Loan Group Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. After all Loan Group Events of Default have been cured or waived and the Borrower FCX has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 3.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an a Loan Group Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.053.06, then, subject to any applicable Existing JV Restriction or Specified Restriction, 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 2.053.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.053.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Loan Group Lenders constituting “Required Lenders” under each of the Credit Agreements, the Term Collateral Agent shall have the right from time to time following and during the continuance of an a Loan Group Event of Default to permit the Grantors to exercise such rights. After all Loan Group Events of Default have been cured or waived and the Borrower FCX has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would the Grantors are otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.053.06 shall be restored.
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 3.06 may (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an rights so long as a Loan Group Event of Default has occurred and is continuing.
(e) Upon the occurrence and during the continuance of a Loan Group Event of Default, each Grantor holding any Pledged Indebtedness under which the obligor is a Subsidiary that is organized under the laws of Indonesia hereby expressly authorizes the Collateral Agent (or its agents) to directly collect any and all amounts owed in respect of such Pledged Indebtedness from such Subsidiary and to do and perform all things necessary or useful to claim and receive such amounts.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Phelps Dodge Corp)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified provided prior notice to Parent Borrower that the rights of the Grantors in writing that their rights under this Section 2.05 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;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term Collateral The Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptly executed and delivered to such Grantor, all at such Grantor’s sole cost and expense, 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Securities, to the extent (and only to the extent 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 lawsLaws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith 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 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 Administrative Agent may agree in its reasonable discretion) delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Administrative 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 Term Collateral Administrative Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.05(a)(iii2.06(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an any Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Parent Borrower of the suspension of their the rights of the Grantors under paragraph (a)(iii) of this Section 2.052.06(a), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiiSection 2.06(a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Administrative Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 Business Days or such longer period as the Administrative Agent may agree in its reasonable discretion) delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Administrative Agent). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term Collateral Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 2.06(a)(iii) in the absence of this Section 2.05 any such Event of Default and that remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors Parent Borrower of the suspension of their the rights of the Grantors under paragraph (a)(i) of this Section 2.052.06(a), then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.052.06(a)(i), and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.052.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to paragraph (a)(ithe terms of Section 2.06(a)(i), and the obligations of the Administrative Agent under Section 2.06(a)(ii) of this Section 2.05shall be reinstated.
(d) Any notice given by the Term Collateral Administrative Agent to the Grantors, Parent Borrower suspending their the rights of the Grantors under paragraph (a) of this Section 2.05 2.06, (i) may shall 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)(iSections 2.06(a)(i) or paragraph (a)(iiiiii) in part without suspending all such rights (as specified by the Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, the Administrative Agent shall not be required to give any notice referred to in said Sections in order to exercise any of its rights described in such Sections, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified provided written notice to the Grantors in writing that their rights under this Section 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;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term The Collateral Agent shall promptly 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 (A) exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) above, (B) receive dividends, interest, principal and other distributions it is entitled to receive pursuant to clause (iii) below and (C) sell, transfer or otherwise dispose of this Section; andPledged Collateral as permitted under the Credit Agreement.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 be forthwith delivered subject to the Term Collateral Agent in security interest of the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent), in each case, to for 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer benefit of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecured Parties.
(b) Upon After all of the Obligations have been declared due and payable upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph subparagraph (a)(iii) of this Section 2.05 2.06 shall ceasebe suspended, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an interest bearing account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and any acceleration of the Borrower Obligations has delivered to been rescinded, nullified or otherwise canceled, the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectshall, the Term Collateral Agent shall promptly within one Business Day, repay to each Grantor (without with interest, if any) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph subparagraph (a)(iii) of this Section 2.05 2.06 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified provided written notice to the Grantors of the suspension of their rights under paragraph subparagraph (a)(i) of this Section 2.052.06, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(i) of this Section 2.052.06, and the obligations of the Term Collateral Agent under paragraph subparagraph (a)(ii) of this Section 2.05, 2.06. shall ceasebe suspended, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall each Grantor will have the exclusive right to exercise the voting and consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to paragraph the terms of subparagraph (a)(i) of this Section 2.05.
2.06 (d) Any notice given by and the Term obligations of the Collateral Agent to the Grantors, suspending their rights under paragraph subparagraph (aa)(ii) of this Section 2.05 (i) may 2.06 shall 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuingreinstated).
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 Borrower under paragraph (h) or (i) of Article VII of the Credit Agreement):
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;thereof for 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 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 Term The Collateral Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, 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 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dress Barn Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) At the Term Collateral sole expense of the Loan Parties, the Administrative Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Administrative Agent and shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the Administrative Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ami Celebrity Publications, LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing be continu- ing and the Term Collateral Administrative Agent shall have notified provided prior notice to the Grantors in writing Borrower that their the rights of the Grantor under this Section 2.05 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;there- of 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 Term Collateral The Administrative Agent shall promptly (after reasonable advance no- xxxx) 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 lawsappli- cable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivisionsubdivi- sion, combination or reclassification of the outstanding Equity Interests in 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 forthwith delivered to the Term Collateral Agent in the same form as so received (commingled by such Grantor with any necessary endorsementsof its other funds or property but shall be held separate and apart therefrom, stock or note powers and other instruments of transfer reasonably requested by shall be held in trust for the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer benefit of the Borrower with respect thereto Administrative Agent and other documents reasonably requested by the Term Collateral Agent.-8-
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their the Gran- tors’ rights under paragraph (a)(iii) of this Section 2.052.06, then all rights of any Grantor to dividendsdivi- dends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided that, distributions subject to the extent directed by terms of the Required Lenders, the Term 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 rightsClosing Date Intercreditor Agreement. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Administrative Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 days or such longer period as the Ad- ministrative Agent may agree in its reasonable discretion) delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested re- quested by the Term Collateral Administrative Agent). Any and all money and other property paid over to or received re- ceived by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained re- tained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions provi- sions of Section 4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account4.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing Loan Parties that their rights under this Section 2.05 3.06 are being suspended:
(i) each Grantor Each Loan Party 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 Pledged Indebtedness; 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 any part thereof;Pledged Indebtedness 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 Term The Collateral Agent shall promptly execute and deliver to each GrantorLoan Party, or cause to be promptly executed and delivered to such GrantorLoan Party, all such proxies, powers of attorney and other instruments as such Grantor Loan Party may reasonably request for the purpose of enabling such Grantor Loan Party to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) each Grantor Each Loan 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 Equity Interests and the Pledged Indebtedness 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, not prohibited by 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 Interests or Pledged Debt SecuritiesIndebtedness, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any Pledged Securities Equity Interests or received in exchange for Pledged Securities Equity Interests or Pledged Indebtedness 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 andCollateral, and to the extent constituting a Specified Pledged Security, if received by any Grantor, Loan Party shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Loan Parties of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, then all rights of any Grantor Loan Party to dividends, interest, principal or other distributions that such Grantor Loan Party is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 Loan Party contrary to the provisions of this Section 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Loan Party and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (PharMerica CORP)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.03 are being suspended:
(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Collateral or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreements and the other Loan Documents; and
(ii) the Term Collateral Agent shall promptly 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 paragraph (a)(i) of this Section; and
(iii) each Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Credit AgreementAgreements, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iiia)(ii) of this Section 2.053.03, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iiia)(ii) of this Section 2.05 3.03 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.03 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Limited Brands Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and (subject to the Term Collateral Agent shall have notified terms of the Grantors in writing that their rights under this Section 2.05 are being suspended:Intercreditor Agreement):
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Covered Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Indenture or any other Covered Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 AgreementIndenture, the other Loan Covered Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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, subject to the terms of the Intercreditor Agreement, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term 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, . Subject to the extent directed by terms of the Required LendersIntercreditor Agreement, the Term 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 all dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and Agent, shall be segregated from other property or funds of such Grantor and, subject to the other Secured Parties and terms of the Intercreditor Agreement, shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any Subject to the terms of the Intercreditor Agreement, any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.02. After Subject to the terms of the Intercreditor Agreement and after all Events of Default have been cured or waived and the Borrower Issuer has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower an Officer’s Certificate to that effect, the Term 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 2.05 2.06 and that remain in such account.
(c) Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 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 2.052.06, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Lendersin accordance with Section 4.02(f), the Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower Issuer has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower an Officer’s Certificate to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors each Grantor shall have the exclusive right to exercise the voting and and/or consensual rights and powers they that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.05.
(d) Any notice given by 2.06 and the Term Collateral Agent to shall have all the Grantors, suspending their rights obligations it would otherwise have under paragraph (aa)(ii) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing2.06.
Appears in 1 contract
Samples: Second Lien Security Agreement (Bon Ton Stores Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing that their rights under this Section 2.05 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 or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term Collateral The Administrative Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Administrative Agent and shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the Administrative Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (American Media Operations Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspended:
occurred: (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 owned by such Grantor or any part thereof;
thereof for any purpose consistent with the terms of this Agreement, the Note Purchase Agreement and the other Note Documents; (ii) the Term Collateral Agent shall promptly execute and deliver to each such Grantor, or cause to be promptly executed and delivered to such Grantorthe Grantors, 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 paragraph (a)(i) 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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any Grantor, shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, all rights of any Grantor each of the Grantors to dividends, interest, principal or other distributions that such the applicable Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 2.04 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 applicable Grantor to exercise such rights. All dividends, interest, principal or other distributions received by any Grantor either of the Grantors upon the occurrence and during the continuance of an Event of Default contrary to the provisions of this Section 2.05 2.04 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to segregated from other property or funds of the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent)applicable Grantor. Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.02the Note Purchase Agreement. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term Collateral Agent shall promptly repay to each the applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 2.04 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, all rights of any Grantor each of the Grantors to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.052.04, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.052.04, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall automatically cease, and the Grantors shall automatically have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.2.04. 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 is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.06 are being suspendedsuspended to the extent not prohibited by the Intercreditor Agreement:
(i) each Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Equity Interests or Pledged Debt Securities or any part thereof;thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents.
(ii) the Term The Collateral Agent shall promptly 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 paragraph (a)(ii) of this Section; andabove and to receive the cash dividends, interest, principal and other distributions it is entitled to receive and retain pursuant to paragraph (iii) below.
(iii) each Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal principal, cash, instruments and other property and all distributions from time to time received, receivable or otherwise paid on or distributed in respect of of, in exchange for or upon conversion of, the Pledged Equity Interests or Pledged Debt Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and are 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 Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 (except for Excluded Assets), 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 shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors in writing of the suspension of their rights under paragraph (a)(iii) of this Section 2.05above, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) above, and the obligations of this Section 2.05 the Collateral Agent under paragraph (a)(ii) above, shall cease, and all such rights shall shall, subject to the interest of the Notes Agent under the Intercreditor Agreement, thereupon become vested in the Term Collateral Agent, which shall shall, subject to the interest of the Notes Agent under the Intercreditor Agreement, 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent, shall be segregated from other property or funds of such Grantor and, subject to the rights of the Notes Agent and under the other Secured Parties and Intercreditor Agreement, shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived and the Borrower AbitibiBowater has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 above and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors in writing of the suspension of their rights under paragraph (a)(i) of this Section 2.05above, 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 2.05above, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05above, shall cease, and all such rights shall thereupon become become, subject to the rights of the Notes Agent under the Intercreditor Agreement, vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, Grantors suspending their rights under paragraph (a) of this Section 2.05 3.06 (i) may be given by telephone to any Responsible Officer 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights right to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing that their elected to exercise its rights under this Section 2.05 are being suspendedhereunder:
(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;thereof and each Grantor agrees that it shall not exercise such rights in violation of this Agreement and the other Secured Transaction Documents.
(ii) the Term Collateral The Administrative Agent shall promptly (after advance written notice and at such Grantor’s sole expense) 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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 Secured Transaction Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt SecuritiesDebt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 forthwith commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the benefit of the Administrative Agent and the Secured Parties and, in the case of Pledged Equity, shall be promptly (and in any event within 5 Business Days or such longer period as the Administrative Agent may agree in its reasonable discretion) delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Administrative 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecured Transaction Documents.
(b) Upon the occurrence and during the continuance of an Event of Default, after Default and the Term Collateral Agent shall have notified the Grantors, as applicable, election of the suspension of their Administrative Agent to exercise its rights under paragraph (a)(iii) of this Section 2.05hereunder, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii2.06(a)(iii) of this Section 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 2.05 2.06 shall be held for the benefit of the Term Collateral Agent and the Administrative Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith promptly (and in any event within 10 Business Days or such longer period as the Administrative Agent may agree in its reasonable discretion) delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer endorsement reasonably requested by the Term Collateral Administrative Agent). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after Default and the Term Collateral Agent shall have notified the Grantors election of the suspension of their Administrative Agent to exercise its rights under paragraph (a)(i) of this Section 2.05hereunder, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i2.06(a)(i) of this Section 2.052.06, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii2.06(a)(ii) of this Section 2.052.06, shall cease, and all such rights shall thereupon become vested in the Term 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 Lendersdirected, the Term Collateral Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and .
(d) In order to permit the Borrower has delivered to the Term Collateral Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and other consensual rights and powers they would otherwise which it may be entitled to exercise pursuant hereto and to paragraph receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (a)(ior 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 this Default has occurred and is continuing, and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth in Section 2.056.13 herein in accordance with the terms thereof.
(de) Any notice given by the Term Collateral Administrative Agent to the Grantors, suspending their rights Debtor under paragraph (a) of Section 2.05 or this Section 2.05 2.06 (i) may shall 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 one or more Grantors under paragraph (a)(i2.06(a)(i) or paragraph (a)(iii2.06(a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.06 are being suspended:
(i) each 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;thereof for any purpose consistent with the terms in 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 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 Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(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; , provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.03(c) or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentotherwise), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.right
Appears in 1 contract
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 3.06 are being suspended:
(i) each 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;thereof for any purpose consistent with the terms in 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 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 Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.
(ii) the Term The Collateral Agent shall promptly 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 and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(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; , provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 other Secured Parties and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.03(c) or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentotherwise), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (St. Louis Pharmaceutical Services, LLC)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing Borrower that their its rights under this Section 2.05 are being suspended:
(i) each Grantor the Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Securities Collateral or any part thereof;
(ii) the Term Collateral Administrative Agent shall promptly execute and deliver to each Grantorthe Borrower, or cause to be promptly executed and delivered to such Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor the Borrower may reasonably request for the purpose of enabling such Grantor the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section; and;
(iii) each Grantor the Borrower shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the 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 Escrow Agreement and applicable laws; , provided that that, subject to the provisions of paragraph (c) of Article VII of the Credit Agreement, any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 the Borrower, shall not be commingled by the Borrower with any Grantorof its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and shall be forthwith delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsementsendorsement, stock powers or note powers and other instruments of transfer reasonably requested by the Term Collateral Agenttransfer), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, and, in the case of an Event of Default other than pursuant to paragraph (f) or (g) of Article VIII of the Credit Agreement, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Borrower of the suspension of their its rights under paragraph (a)(iii) of this Section 2.05, then all rights of any Grantor the Borrower to dividends, interest, principal or other distributions that such Grantor the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 the Borrower contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Term Collateral Agent and Administrative Agent, shall be segregated from other property or funds of the other Secured Parties Borrower and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsementsendorsement, stock powers or note powers and other instruments of transfer reasonably requested by the Term Collateral Agenttransfer). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.the
Appears in 1 contract
Samples: Investment Agreement (Santander Holdings USA, Inc.)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Administrative Agent shall have notified the Grantors in writing Credit Parties that their rights under this Section 2.05 3.05 are being suspended:
(i) each Grantor Each Credit Party 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;thereof for any purpose, subject to any limitations thereon as may be provided for in the Credit Agreement and otherwise consistent with the terms and provisions of this Agreement, the Credit Agreement and the other Loan Documents; provided, that no Credit Party shall vote to (A) enable or take other action to permit any issuer of Pledged Equity Interests to issue any additional Equity Interests except for additional Equity Interests that (1) in the case of any such issuer that is a holder or owner of any Agency Collateral, are issued ratably to all existing holders of the Equity Interests of such issuer and (2) to the extent issued to a Credit Party, will subject to the security interest of the Administrative Agent granted herein or (B) enter into any agreement or undertaking restricting the right or ability of such Credit Party or the Administrative Agent to sell, assign or transfer any Equity Interests.
(ii) The Administrative Agent, at the Term Collateral Agent Credit Party’s expense, shall promptly execute and deliver to each GrantorCredit Party, or cause to be promptly executed and delivered to such GrantorCredit Party, all such proxies, powers of attorney and other instruments as such Grantor Credit Party may reasonably request for the purpose of enabling such Grantor Credit Party to exercise the voting and/or and other consensual rights and powers it is entitled to exercise pursuant to paragraph subparagraph (a)(ii) of this Section; andabove.
(iii) Each Credit Party shall be entitled to pay dividends and distributions solely to the extent permitted by the Credit Agreement, and each Grantor Credit 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 are otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided provided, that (x) any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Interest 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 Securities, and, if received by any GrantorCredit Party, shall not be commingled by such Credit Party with any of its other funds or property but shall be held separate and apart therefrom, shall be forthwith held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall be promptly, and in any event on the next Delivery Date after receipt of same, delivered to the Term Collateral Administrative Agent in the same form as so received (with any necessary endorsements, stock endorsement as described in Section 3.02(c) or note powers otherwise) and other instruments of transfer reasonably requested by the Term (y) any Article 9 Collateral Agent), in each case, so received shall be subject to the extent required pursuant to Section 2.02 or Section 2.06. So long as no Event applicable provisions of Default has occurred and is continuing, the Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentArticle 4 hereof.
(b) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors, as applicable, Credit Parties of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.05, all rights of any Grantor Credit Party to dividends, interest, principal or other distributions that such Grantor Credit Party is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 3.05 shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term 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 Credit Party contrary to the provisions of this Section 2.05 3.05 shall be held in trust for the benefit of the Term Collateral Administrative Agent and the other Secured Parties Parties, shall be segregated from other property or funds of such Credit Party and shall be forthwith delivered to the Term Collateral Administrative Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Administrative Agent in an account to be established by the Term Collateral Administrative Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.025.02. After all Events of Default have been cured or waived waived, as may be applicable, and the Borrower has delivered to the Term Collateral Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term Collateral Administrative Agent shall promptly repay to each Grantor Credit Party (without interest) all dividends, interest, principal or other distributions that such Grantor Credit Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 3.05 and that remain in such account.
(c) Upon the occurrence and during the continuance continuation of an Event of Default, after the Term Collateral Administrative Agent shall have notified the Grantors Credit Parties of the suspension of their rights under paragraph (a)(i) of this Section 2.053.05, all rights of any Grantor Credit Party to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.053.05, and the obligations of the Term Collateral Administrative Agent under paragraph (a)(ii) of this Section 2.053.05, shall cease, and all such rights shall thereupon become vested in the Term Collateral Administrative 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 Term Collateral Administrative Agent shall have the right from time to time following and during the continuance continuation of an Event of Default to permit the Grantors Credit Parties to exercise such rights. After all Events of Default have been cured or waived and waived, as may be applicable, the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors Credit Parties shall have the exclusive right to exercise the voting and consensual rights and powers that they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.05above.
(d) Any notice given by the Term Collateral Administrative Agent to the Grantors, Credit Parties suspending their rights under paragraph (a) of this Section 2.05 3.05 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors Credit Parties at the same or different times times, and (iiiii) may suspend the rights of the Grantors Credit Parties under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.05 in part without suspending all such rights (as specified by the Term Collateral Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Administrative Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if rights so long as an Event of Default has occurred and is continuing.
(e) Solely with respect to Article 8 Matters (as defined below), each Credit Party hereby irrevocably grants and appoints the Administrative Agent, on behalf of the Secured Parties, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as such Credit Party’s true and lawful proxy, for and in such Credit Party’s name, place and stead to vote all Pledged Equity Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired,
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)
Voting Rights; Dividends and Interest. (a) Unless Subject to the Intercreditor Agreement, unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent Lender shall have notified the Grantors in writing that their rights under this Section 2.05 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;thereof for 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 Lender under this Agreement or the Credit Agreement or any other Loan Document or the ability of Lender to exercise the same.
(ii) the Term Collateral Agent The Lender shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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; provided that any noncash non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 Lender and shall be forthwith delivered to the Term Collateral Agent Lender in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent Lender shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.052.06, 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 2.05 2.06 shall cease, and all such rights shall thereupon become vested in the Term Collateral AgentLender, 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 Term 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 2.05 2.06 shall be held in trust for the benefit of the Term Collateral Agent and the Lender, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent Lender upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent Lender pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent Lender in an account to be established by the Term Collateral Agent Lender upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account4.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is be continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 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;thereof for 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 materially and adversely impair 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 Term The Collateral Agent shall promptly 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 paragraph subparagraph (a)(ii) of this Section; andabove.
(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; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in 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 be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Term Collateral Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement), 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 2.053.06, 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 2.05 3.06 shall cease, and all such rights shall thereupon become vested in the Term 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 Term 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 2.05 3.06 shall be held in trust for the benefit of the Term Collateral Agent and the Agent, shall be segregated from other Secured Parties property or funds of such Grantor and shall be forthwith delivered to the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agentendorsement). Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, 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 Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Term 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 2.05 and that remain in such account5.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, 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 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Fisher Scientific International Inc)
Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and is continuing and the Term Collateral Agent shall have notified the Grantors in writing that their rights under this Section 2.05 are being suspended:
occurred: (i) each the 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 for any purpose consistent with the terms of this Agreement, the Note Purchase Agreement and the other Note Documents; (ii) the Term Collateral Agent shall promptly execute and deliver to each the Grantor, or cause to be promptly executed and delivered to such the Grantor, all such proxies, powers of attorney and other instruments as such the Grantor may reasonably request for the purpose of enabling such the Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section; and
and (iii) each the Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and 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 Note Purchase Agreement, the other Loan Note Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests 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 and, if received by any the Grantor, shall be forthwith delivered to held for the Term benefit of the Collateral Agent in and the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term 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 Term 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 2.05(a)(iii), subject to receipt by the Term Collateral Agent of a certificate of a Responsible Officer of the Borrower with respect thereto and other documents reasonably requested by the Term Collateral AgentSecured Parties.
(b) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors, as applicable, of the suspension of their rights under paragraph (a)(iii) of this Section 2.05, all rights of any the Grantor to dividends, interest, principal or other distributions that such the Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors Grantor to exercise such rights. All dividends, interest, principal or other distributions received by any the Grantor upon the occurrence and during the continuance of an Event of Default contrary to the provisions of this Section 2.05 shall be held for the benefit of the Term Collateral Agent and the other Secured Parties and shall be forthwith delivered to segregated from other property or funds of the Term Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Term Collateral Agent)Grantor. Any and all money and other property paid over to or received by the Term Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Term Collateral Agent in an account to be established by the Term Collateral Agent upon receipt of such money or other property and, to the extent so received, shall, subject to any applicable Intercreditor Agreement, and shall be applied in accordance with the provisions of Section 4.02the Note Purchase Agreement. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, the Term Collateral Agent shall promptly repay to each the Grantor (without interest) all dividends, interest, principal or other distributions that such the Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default, after the Term Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.05, all rights of any the Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, and the obligations of the Term Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Term 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 Term Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors Grantor to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Term Collateral Agent a certificate of a Responsible Officer of the Borrower to that effectwaived, all rights vested in the Term Collateral Agent pursuant to this paragraph (c) shall automatically cease, and the Grantors Grantor shall automatically have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05.
(d) Any notice given by the Term Collateral Agent to the Grantors, suspending their rights under paragraph (a) of this Section 2.05 (i) 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) in part without suspending all such rights (as specified by the Term Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Term Collateral Agent’s rights to give additional notices from time to time suspending other rights; provided that the Term Collateral Agent shall only provide any such notice if an Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge Agreement (Bird Global, Inc.)
