Common use of The Joint Venture Clause in Contracts

The Joint Venture. Subsidiary Borrower hereby irrevocably constitutes and appoints the Administrative Agent as the Joint Venture Subsidiary Borrower's true and lawful attorney, upon the occurrence of an Event of Default, with full power of substitution, to convert the Collateral into cash at the sole risk, cost, and expense of the Joint Venture Subsidiary Borrower, but for the sole benefit of the Administrative Agent. The rights and powers granted the Administrative Agent by the within appointment include but are not limited to the right and power to: (a) prosecute, defend, compromise, or release any action relating to the Collateral; (b) sign change of address forms to change the address to which the Joint Venture Subsidiary Borrower's mail is to be sent as the Administrative Agent shall designate; receive and open the Joint Venture Subsidiary Borrower's mail; remove any Collateral therefrom and turn over such mail (other than such Collateral), either to the Joint Venture Subsidiary Borrower, or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Joint Venture Subsidiary Borrower, or other legal representative of the Joint Venture Subsidiary Borrower whom the Administrative Agent determines to be the appropriate person to whom to so turn over such mail; (c) endorse the name of the Joint Venture Subsidiary Borrower in favor of the Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Joint Venture Subsidiary Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of a same or different nature relating to the Collateral; (d) sign the name of the Joint Venture Subsidiary Borrower on any notice to the Joint Venture Subsidiary Borrower's Account Debtors or verification of the Receivables Collateral; sign the Joint Venture Subsidiary Borrower's name on any proof of claim in bankruptcy against Account Debtors, notices of lien, claims of mechanics liens, or assignments or releases of mechanics' lien securing the Accounts; (e) take all such action as may be necessary to obtain the payment of any letter of credit of which the Joint Venture Subsidiary Borrower is a beneficiary; (f) repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Joint Venture Subsidiary Borrower; (g) use, license, or transfer any or all General Intangibles of the Joint Venture Subsidiary Borrower; or (h) sign and file or record any financing or other statement in order to perfect or protect the Administrative Agent's security interest in the Collateral.

The Joint Venture. Subsidiary Borrower hereby irrevocably constitutes 2.1 In order to complete this transaction, DTV and appoints the Administrative Agent as the Joint Venture Subsidiary Borrower's true and lawful attorney, upon the occurrence of an Event of Default, with full power of substitution, DCI shall cause a CBCA company ("JVCo") to convert the Collateral into cash at the sole risk, cost, and expense of the Joint Venture Subsidiary Borrower, but for the sole benefit of the Administrative Agent. The rights and powers granted the Administrative Agent by the within appointment include but are not limited be incorporated prior to the right Closing Date. JVCo shall be given such name as DTV and power toDCI agree upon. JVCo shall, effective as of March 1, 1998, be constituted as follows: (a) prosecute, defend, compromiseJVCo shall have an authorized share capital consisting of an unlimited number of common shares without par value of which 60,000 common shares (the "DCI JVCo Shares") will be issued to DCI, or release any action relating its nominee, as fully paid and non-assessable shares, and of which 40,000 common shares (the "DTV JVCo Shares") will be issued to the Collateral; DTV, or its nominee, as fully paid and non-assessable shares; (b) sign change JVCo shall have a board of address forms to change six directors (the address to which the Joint Venture Subsidiary Borrower's mail is to be sent as the Administrative Agent shall designate; receive and open the Joint Venture Subsidiary Borrower's mail; remove any Collateral therefrom and turn over such mail (other than such Collateral"JVCo Board"), either to the Joint Venture Subsidiary Borrower, or to any trustee in bankruptcy, receiver, assignee for the benefit three of creditors whom shall be nominees of the Joint Venture Subsidiary Borrower, or other legal representative DCI (at least one of the Joint Venture Subsidiary Borrower whom the Administrative Agent determines to shall be the appropriate person to a Canadian resident) and three of whom to so turn over such mail; shall be nominees of DTV (at least one of whom shall be a Canadian resident); (c) endorse JVCo will have a Chairman, to be chosen by the name JVCo Board from its members, and the Chairman shall be approved by all of the Joint Venture Subsidiary Borrower in favor members of the Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Joint Venture Subsidiary Borrower onJVCo Board, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight Chairman will have a casting or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title deciding vote in the event of a same or different nature relating to deadlock in the Collateral; JVCo Board; (d) sign ▇▇▇▇▇ ▇▇▇▇▇▇ will be appointed as the name Chief Executive Officer, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Chief Operating Officer and President of JVCo, and JVCo will have such other officers as the Joint Venture Subsidiary Borrower on any notice to the Joint Venture Subsidiary Borrower's Account Debtors or verification of the Receivables CollateralJVCo Board may appoint; sign the Joint Venture Subsidiary Borrower's name on any proof of claim in bankruptcy against Account Debtors, notices of lien, claims of mechanics liens, or assignments or releases of mechanics' lien securing the Accounts; and (e) take all the registered and records office of JVCo shall be care of the solicitors for DTV and JVCo shall be extra-provincially registered in British Columbia and Ontario and such action other Canadian provinces as the parties may be necessary agree upon. In addition to obtain the payment of any letter of credit of which the Joint Venture Subsidiary Borrower is a beneficiary; foregoing, DTV (f) repair, manufacture, assemble, complete, package, deliver, alter or supply goodsand its nominee JVCo shareholder, if any), necessary DCI (and its nominee JVCo shareholder, if any) and JVCo shall enter into a unanimous shareholders agreement (the "USA") in substantially the form attached as Schedule "E" to fulfill this Agreement. The USA shall have been entered into by DCI, DTV and JVCo on or before 12:00 noon E.S.T. on Tuesday, February 10, 1998. All of the other foregoing items will have been completed on or before the Closing Date. 2.2 As its initial contribution to the capital of JVCo, the Cardcaller Group shall provide to JVCo, on the Closing Date, a total of $400,000 (the "Cardcaller Group Funds"), of which: (a) $60,000 will be in whole or in part payment of the DCI JVCo Shares which will be issued at a price of $1.00 per DCI JVCo Share; and (b) $340,000 will represent a loan to JVCo (the "DCI Loan"). 2.3 CCC will sell to JVCo, and JVCo will purchase order from CCC, the Cardcaller Assets free and clear of all liens, charges and encumbrances of any customer kind whatsoever other than as expressly permitted on Schedule "C". The purchase price for the Cardcaller Assets (the "CCC Asset Purchase Price") will be $340,000, attributed to each of the Joint Venture Subsidiary Borrower;Cardcaller Assets as set forth on Schedule "C". The purchase and sale of the Cardcaller Assets will complete on the Closing Date immediately following the delivery of the Cardcaller Group Funds to JVCo. 2.4 In addition to the foregoing, CCC will sell to JVCo, and JVCo will purchase from CCC, the specified Cardcaller goodwill (the "Cardcaller Goodwill") described on Schedule "C", free and clear of all liens, charges and encumbrances of any kind whatsoever other than as expressly permitted on Schedule "C". The purchase price for the Cardcaller Goodwill will be $1,000,000 and will be credited as a loan (the "DCI Goodwill Loan") made by DCI to JVCo repayable by JVCo to DCI as provided for in the USA. 2.5 As its initial contribution to the capital of JVCo, on the Closing Date, a total of $640,000 (the "Datawave Group Funds"), of which: (ga) use, license, or transfer any or all General Intangibles $40,000 will be in payment of the Joint Venture Subsidiary BorrowerDTV JVCo Shares which will be issued at a price of $1.00 per DCI JVCo Share; orand (b) $600,000 will represent a loan to JVCo (the "DTV Loan"). 2.6 PLI will sell to JVCo, and JVCo will purchase from PLI, the PLI Assets free and clear of all liens, charges and encumbrances of any kind whatsoever other than as expressly permitted on Schedule "A". The purchase price for the PLI Assets (hthe "PLI Asset Purchase Price") sign will be $600,000 attributed to each of the PLI Assets as set forth on Schedule "A". The purchase and file or record sale of the PLI Assets will complete on the Closing Date immediately following the delivery of the Datawave Group Funds to JVCo. 2.7 In addition to the foregoing, PLI will sell to JVCo, and JVCo will purchase from PLI, the specified PLI goodwill (the "PLI Goodwill") described on Schedule "A", free and clear of all liens, charges and encumbrances of any financing or kind whatsoever other statement in order than as expressly permitted on Schedule "A". The purchase price for the PLI Goodwill will be $1,000,000 and will be credited as a loan (the "DTV Goodwill Loan") made by DTV to perfect or protect the Administrative Agent's security interest JVCo repayable by JVCo to DTV as provided for in the CollateralUSA. 2.8 CCC will provide to JVCo, on a sub-tenancy arrangement satisfactory to the JVCo Board, the use of its existing premises in Toronto, Ontario for the purposes of the sales, marketing, customer service and switching system operations of JVCo. DTV will provide to JVCo, on a sub-tenancy arrangement satisfactory to the JVCo Board, the use of its existing premises in Vancouver, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for the purposes of the head office, administration, billing and card production operations of JVCo. 2.9 The DTV Loan and the DCI Loan shall rank parri passu and shall have the same terms and conditions attached to each of them. The parties acknowledge and agree that it is their intention to secure such loans and to determine the terms and conditions, including interest and repayment terms, forthwith following the Closing Date. In the event the parties do not determine any additional terms and conditions, the DTV Loan and the DCI Loan shall be unsecured loans, shall not bear interest, and shall not be callable by the lender without the consent of JVCo.

The Joint Venture. Subsidiary Borrower hereby irrevocably constitutes represents, warrants, covenants and appoints agrees at all times during the Administrative Agent term of this Assignment as follows: a. That the Joint Venture Subsidiary Borrower's true Borrower will perform and lawful attorneyobserve faithfully and punctually all obligations, upon terms, covenants, and conditions set forth in the Loan Documents; b. That, as of the date hereof, the amount listed on Schedule C as "Principal Outstanding," "Interest Accrued," and "Total" for each Receivable is correct, and there are no offsets, defenses or claims by any payor or indorser under any Receivable which would affect such amounts or the enforceability of any of the Receivables against any payor, indorser, or guarantor; c. That the Joint Venture Subsidiary Borrower is the sole owner of and has not and will not sell, assign, transfer, mortgage, encumber or pledge all or any portion of its interest in any of the Proceeds or the Receivables to any person or entity other than the Administrative Agent; d. That the Joint Venture Subsidiary Borrower will not cancel, amend, alter, modify, renew, extend, renegotiate, or terminate any of the Receivables or Agreements without the prior written consent of the Administrative Agent, so as to materially and adversely affect the Proceeds; provided, however, that, prior to the occurrence of an Event of any Default, the Joint Venture Subsidiary Borrower may, without such consent, make or agree to any amendment or modification that the Joint Venture Subsidiary Borrower reasonably believes is in the best interest of the Joint Venture Subsidiary Borrower and does not materially affect its ability to make payments required to be made to the Administrative Agent under the Loan Documents; e. That the Joint Venture Subsidiary Borrower will take no action associated with full power the cancellation, modification, amendment, alteration, renewal, extension, renegotiation, or termination of substitutionany other contract or renegotiation, or termination of any other contract or agreement of any nature which would, directly or indirectly, affect the payment terms, amount due, or enforceability of any Receivables or the Proceeds; provided, however, that, prior to the occurrence of any Default, the Joint Venture Subsidiary Borrower may, without such consent, make or agree to any amendment or modification that the Joint Venture Subsidiary Borrower reasonably believes is in the best interest of the Joint Venture Subsidiary Borrower and does not materially affect its ability to make payments required to be made to the Administrative Agent under the Loan Documents; f. That neither the Joint Venture Subsidiary Borrower nor, to convert the Collateral into cash at the sole risk, cost, and expense knowledge of the Joint Venture Subsidiary Borrower, but for the sole benefit any other party is in default under or in violation of any of the Administrative Agent. The rights and powers granted the Administrative Agent by the within appointment include but are not limited to the right and power to: (a) prosecuteterms, defend, compromisecovenants, or release conditions of any action relating to other contract or agreement of any nature which would, directly or indirectly, materially affect the Collateralpayment terms, amount due, or enforceability of any Receivable or the Proceeds; (b) sign change of address forms to change the address to which the Joint Venture Subsidiary Borrower's mail is to be sent as the Administrative Agent shall designate; receive and open the Joint Venture Subsidiary Borrower's mail; remove any Collateral therefrom and turn over such mail (other than such Collateral), either to the Joint Venture Subsidiary Borrower, or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Joint Venture Subsidiary Borrower, or other legal representative of g. That the Joint Venture Subsidiary Borrower whom will promptly upon written request by the Administrative Agent, execute and deliver and cause to be executed and delivered all such instruments of pledge or assignment, and such other instruments or documents as the Administrative Agent determines to be may reasonably request at any time for the appropriate person to whom to so turn over such mail;purpose of securing or otherwise affecting its rights hereunder; and (c) endorse h. That upon the name occurrence and during the continuance of any Event of Default, the Joint Venture Subsidiary Borrower in favor of the Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Joint Venture Subsidiary Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of a same or different nature relating shall use its best efforts to the Collateral; (d) sign the name of the Joint Venture Subsidiary Borrower on any notice to the Joint Venture Subsidiary Borrower's Account Debtors or verification of the Receivables Collateral; sign the Joint Venture Subsidiary Borrower's name on any proof of claim in bankruptcy against Account Debtors, notices of lien, claims of mechanics liens, or assignments or releases of mechanics' lien securing the Accounts; (e) take all such action as may be necessary to obtain the payment of any letter of credit of which the Joint Venture Subsidiary Borrower is a beneficiary; (f) repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Joint Venture Subsidiary Borrower; (g) use, license, or transfer any or all General Intangibles of the Joint Venture Subsidiary Borrower; or (h) sign and file or record any financing or other statement in order to perfect or protect promptly cooperate with the Administrative Agent's security interest in requests and directions relating to collection of the CollateralReceivables or the Proceeds.