Events of Default and Certain Remedies. (a) Each Pledgor shall be in default under this Pledge Agreement upon the occurrence of any Event of Default under the Financing Agreement. If any Event of Default or if a Default consisting of a failure of payment of a kind referred to in Paragraph 12.1(g) of the Financing Agreement (a "Payment Default") occurs and is continuing, then on ten (10) days' prior notice to the Pledgors, without the curing of such default within such time, you may, without demand of performance, advertisement or notice of intention to sell, or of the time or place of sale, and without notice to redeem, or any other notice or demand whatsoever to or upon any Pledgor (all and each of which demands, advertisements and/or notices are hereby expressly waived by each Pledgor), forthwith or at any time or times thereafter: (1) transfer to and/or register in your name, or the name of your nominee, any or all of the Pledged Collateral and/or collect, receive, appropriate and realize upon said Pledged Collateral; (2) sell, assign, transfer and deliver the whole or any part of the Pledged Collateral then held by you under this Pledge Agreement or subject to this Pledge Agreement in one or more parcels, at public or private sale or sales, through any securities exchange, broker, dealer or over-the-counter market, electronic trading facility or other securities market, at your office or elsewhere, on such terms and conditions, and at such prices as you may deem advisable, for cash, upon credit, or for future delivery, with the right on your part, or that of any Beneficiary, to become the purchaser thereof at any such sale or sales, free and clear of any right to equity of redemption (which right or equity is hereby expressly waived and released); and (3) in addition to any and all other rights and remedies provided for herein or otherwise available to you, you shall have all the rights and remedies of a secured party under the UCC. (b) Each Pledgor agrees that any notice of sale, disposition, or other intended action by you that may be required by applicable law, if sent through Harvard to any Pledgor (with a copy to the other Pledgors, care of Harvard), at least ten (10) days prior to such action shall constitute reasonable notice to that Pledgor. Prior to exercising your rights contained herein you may in your discretion forward the various coupons coming due on any Securities covered hereby directly to the relevant Pledgor for collection. (c) Unless and until an Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could reasonably be expected to adversely affect the rights inuring to a holder of the Pledged Collateral, your rights and remedies or the rights and remedies of any Beneficiary under this Pledge Agreement or the Financing Agreement or any other Loan Document or your ability or that of any Beneficiary to exercise the same. (ii) You agrees to execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below. (iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Collateral to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Financing Agreement, the other Loan Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Collateral or received in exchange for Pledged 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 Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the your benefit and that of the Beneficiaries and shall be forthwith delivered to you by such Pledgor in the same form as so received (with any necessary endorsement or instrument of transfer or assignment executed in blank). (d) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph (c)(iii) above shall cease, and all such rights shall thereupon become vested in you, and you shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by a Pledgor contrary to the provisions of this Section 2 shall be held in trust for your benefit and that of the Beneficiaries, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to you by such Pledgor upon demand in the same form as so received (with any necessary endorsement or instrument of transfer or assignment executed in blank). Any and all money and other property paid over to or received by you pursuant to the provisions of this paragraph (d) shall be retained by you in an account to be established by you upon receipt of such money or other property and may be applied in accordance with the provisions of Section 3 but you shall not be required to segregate such money or other property from other Collateral or have any trust or other fiduciary responsibility in respect thereof. (e) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (c)(i) of this Section 2, and your obligations under paragraph (c)(ii) of this Section 2, shall cease, and all such rights shall thereupon become vested in you, and you shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, in accordance with the terms of the Financing Agreement.
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Events of Default and Certain Remedies. (a) Each Pledgor shall be in default under this Pledge Agreement upon the occurrence of any Event of Default under the Financing Agreement. If any Event of Default or if a Default consisting of a failure of payment of a kind referred to in Paragraph 12.1(g) 10.1 of the Financing Agreement (a "Payment Default") occurs and is continuing, then on ten (10) days' prior notice to the Pledgors, without the curing of such default within such time, you may, without demand of performance, advertisement or notice of intention to sell, or of the time or place of sale, and without notice to redeem, or any other notice or demand whatsoever to or upon any Pledgor (all and each of which demands, advertisements and/or notices are hereby expressly waived by each Pledgor), forthwith or at any time or times thereafter, cause the Senior Lien Administrative Agent, pursuant to and in accordance with the terms of the Intercreditor Agreement, to deliver the Pledged Collateral held by it to you, whereupon you may:
(1) transfer to and/or register in your name, or the name of your nominee, any or all of the Pledged Collateral and/or collect, receive, appropriate and realize upon said Pledged Collateral;
(2) sell, assign, transfer and deliver the whole or any part of the Pledged Collateral then held by you under this Pledge Agreement or subject to this Pledge Agreement in one or more parcels, at public or private sale or sales, through any securities exchange, broker, dealer or over-the-counter market, electronic trading facility or other securities market, at your office or elsewhere, on such terms and conditions, and at such prices as you may deem advisable, for cash, upon credit, or for future delivery, with the right on your part, or that of any Beneficiary, part to become the purchaser thereof at any such sale or sales, free and clear of any right to equity of redemption (which right or equity is hereby expressly waived and released); and
(3) in addition to any and all other rights and remedies provided for herein or otherwise available to you, you shall have all the rights and remedies of a secured party under the UCC.
(b) Each Pledgor agrees that any notice of sale, disposition, or other intended action by you that may be required by applicable law, if sent through Harvard to any Pledgor (with a copy to the other Pledgors, care of Harvard), at least ten (10) days prior to such action shall constitute reasonable notice to that Pledgor. Prior to exercising your rights contained herein you may in your discretion forward the various coupons coming due on any Securities covered hereby directly to the relevant Pledgor for collection.
(c) Unless and until an Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could reasonably be expected to adversely affect the rights inuring to a holder of the Pledged Collateral, your rights and remedies or the rights and remedies of any Beneficiary under this Pledge Agreement or the Financing Agreement or any other Loan Document or your ability or that of any Beneficiary to exercise the same.
(ii) You agrees agree to execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.
(iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Collateral to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Financing Agreement, the other Loan Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Collateral or received in exchange for Pledged 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 Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the your benefit and that of the Beneficiaries and shall be forthwith delivered to you by such Pledgor in the same form as so received (with any necessary endorsement or instrument of transfer or assignment executed in blank).
(d) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph (c)(iii) above shall cease, and all such rights shall thereupon become vested in you, and you shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by a Pledgor contrary to the provisions of this Section 2 shall be held in trust for your benefit and that of the Beneficiariesbenefit, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to you by such Pledgor upon demand in the same form as so received (with any necessary endorsement or instrument of transfer or assignment executed in blank). Any and all money and other property paid over to or received by you pursuant to the provisions of this paragraph (d) shall be retained by you in an account to be established by you upon receipt of such money or other property and may be applied in accordance with the provisions of Section 3 but you shall not be required to segregate such money or other property from other Collateral or have any trust or other fiduciary responsibility in respect thereof.
(e) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (c)(i) of this Section 2, and your obligations under paragraph (c)(ii) of this Section 2, shall cease, and all such rights shall thereupon become vested in you, and you shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, in accordance with the terms of the Financing Agreement.
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