Back to top

SECURITY AGREEMENT

Security Agreement

SECURITY AGREEMENT | Document Parties: QUICKSILVER RESOURCES INC | COWTOWN PIPELINE FUNDING, INC You are currently viewing:
This Security Agreement involves

QUICKSILVER RESOURCES INC | COWTOWN PIPELINE FUNDING, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SECURITY AGREEMENT
Governing Law: New York     Date: 8/8/2008
Industry: Oil and Gas Operations     Sector: Energy

SECURITY AGREEMENT, Parties: quicksilver resources inc , cowtown pipeline funding  inc
50 of the Top 250 law firms use our Products every day

Exhibit 99.1

     SECURITY AGREEMENT dated as of August 8, 2008 (this “ Agreement ”), among QUICKSILVER RESOURCES INC., a Delaware corporation (the “ Borrower ”), the SUBSIDIARIES of the Borrower whose signatures appear below or who in the future become parties hereto as provided in Section 7.11 (collectively, and together with the Borrower, the “ Grantors ”), and CREDIT SUISSE, Cayman Islands Branch (“ Credit Suisse ”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”). Capitalized terms used in this Agreement have the meanings assigned to them in Article I below.

W I T N E S S E T H:

     WHEREAS, the Borrower intends to acquire (the “ Acquisition ”) certain producing, leasehold, royalty, midstream and other assets associated with the Barnett Shale formation in Texas.

     WHEREAS, in connection with the Acquisition, the Borrower, the Lenders and Credit Suisse, as Administrative Agent, are entering into the Credit Agreement, under which the Borrower may obtain Loans in an aggregate principal amount not in excess of $700,000,000.

     WHEREAS, it is a condition precedent to the obligations of the Lenders to make Loans pursuant to the Credit Agreement that the Grantors create, in favor of the Collateral Agent, for the benefit of the Term Secured Parties, Liens on the Collateral as security for the indefeasible payment in full in cash and performance of the Term Obligations.

     WHEREAS, the Existing Senior Notes Indenture provides that the Grantors may not create, incur or suffer to exist Liens on the Collateral created under the Security Documents unless such Liens are “Permitted Liens” under and as defined in the Existing Senior Notes Indenture or, contemporaneously with the incurrence of such Liens, effective provision is made to secure the Existing Senior Notes Obligations equally and ratably with the indebtedness secured by such Liens for so long as such indebtedness is so secured.

     WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement.

     WHEREAS, it is in the best interests of each Grantor to execute this Agreement inasmuch as such Grantor will derive substantial direct and indirect benefits from the making of Loans to the Borrower by the Lenders pursuant to the Credit Agreement.

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and in order to induce the Lenders to make Loans pursuant to the Credit Agreement, the parties hereto agree as follows:


 

2

ARTICLE I
Definitions

     SECTION 1.01. Certain Terms . The following terms when used in this Agreement, including its preamble and recitals, shall have the following meanings:

     “ Acquisition ” has the meaning given to such term in the recitals.

     “ Agreement ” has the meaning given to such term in the preamble.

     “ Borrower ” has the meaning given to such term in the preamble.

     “ Collateral ” has the meaning given to such term in Section 2.01; provided , that, for purposes of Articles V and VI and Sections 4.07, and 7.13, the term “Collateral” shall have the meaning given thereto in the Credit Agreement.

     “ Collateral Account ” has the meaning given to such term in Section 4.01(b).

     “ Collateral Agent ” has the meaning given to such term in the preamble.

     “ Combined Loan Documents ” means the Loan Documents and the Existing Senior Notes Documents.

     “ Contingent Obligations ” means contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made.

     “ Credit Agreement ” means the Credit Agreement dated as of August 8, 2008, among the Borrower, the Lenders and Credit Suisse, as Administrative Agent.

     “ Credit Suisse ” has the meaning given to such term in the preamble.

     “ Equipment ” has the meaning given to such term in Section 2.01(a).

     “ Excluded Collateral ” means the collective reference to:

     (a) any vehicles, or any equipment the ownership of which is evidenced by certificate(s) of title, now or hereafter owned by any Grantor;

     (b) any Hedging Agreements to which any Grantor is now or hereafter party, or any computer and software licenses now or hereafter held by any Grantor, that is, in each case, nonassignable by its terms without the consent of the other party or parties thereto or the licensor or sublicensor thereof, as applicable (other than to the extent that such terms would be rendered ineffective pursuant to the U.C.C., including Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. of any relevant jurisdiction, and other than to the extent all necessary consents to grant and perfection of the Collateral Agent’s Liens thereon have been obtained, and, in any event, immediately upon the ineffectiveness, lapse or termination of such terms or the obtainment of such consents, such Hedging Agreements or licenses shall cease to constitute Excluded Collateral);


 

3

     (c) any “Pledged Collateral” as defined in the Pledge Agreement;

     (d) any voting Equity Interests in a Foreign Subsidiary to the extent such Equity Interests represent more than 65% of the total combined voting power of all classes of voting Equity Interests of such Foreign Subsidiary; and

     (e) (i) property subject to Liens permitted by clause (o) of the definition of the term “Permitted Encumbrances” in the Credit Agreement solely in the event and to the extent that a grant or perfection of a Lien in favor of the Collateral Agent on any such property is prohibited by or results in a breach or termination of, or constitutes a default under, the documentation governing such Liens or the obligations secured by such Liens (other than to the extent that such terms would be rendered ineffective pursuant to the U.C.C., including Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. of any relevant jurisdiction, and other than to the extent all necessary consents to the grant and perfection of the Collateral Agent’s Liens thereon have been obtained) and, in any event, immediately upon the ineffectiveness, lapse or termination of such terms or the obtainment of such consents, such property shall cease to constitute Excluded Collateral, (ii) any personal property lease, contract, permit, license, franchise or letter of credit right solely (A) with respect to contracts and other agreements to the extent entered into prior to the date hereof and (B) in the event and to the extent that a grant or perfection of a Lien in favor of the Collateral Agent on such personal property lease, contract, permit, license, franchise or letter of credit right is prohibited by law or results in a breach or termination of, or constitutes a default under, any such personal property lease, contract, permit, license, franchise or letter of credit right (other than to the extent that such law or terms would be rendered ineffective pursuant to the U.C.C., including Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. of any relevant jurisdiction, and other than to the extent all necessary consents to the grant and perfection of the Collateral Agent’s Liens thereon have been obtained) and, in any event, immediately upon the ineffectiveness, lapse or termination of such law or terms or the obtainment of such consents, such personal property lease, contract, permit, license, franchise or letter of credit right shall cease to constitute Excluded Collateral and (iii) any fee interest in real property.

     “ Existing Senior Notes Obligations ” means Indebtedness (as defined in the Existing Senior Notes Indenture as in effect on the date hereof) due with respect to (a) the Existing Senior Notes and (b) the Subsidiary Guarantee (as defined in the Existing Senior Notes Indenture as in effect on the date hereof) of any Grantor.

     “ Existing Senior Notes Secured Parties ” has the meaning given to the term “Holders”, as defined in the Existing Senior Notes Indenture as in effect on the date hereof.

     “ First Lien Obligations ” has the meaning given to such term in the Intercreditor Agreement.

     “ Grantors ” has the meaning given to such term in the preamble.

     “ Indemnitees ” has the meaning given to such term in Section 7.02(a).


 

4

     “ Intercreditor Agreement ” means the Intercreditor Agreement dated as of August 8, 2008, among the Borrower, the other Grantors, JPMorgan Chase Bank, N.A., as the First Lien Collateral Agent (as defined therein), and Credit Suisse, as the Second Lien Collateral Agent (as defined therein).

     “ Inventory ” has the meaning given to such term in Section 2.01(b).

     “ Perfection Certificate ” means the Perfection Certificate delivered by the Borrower on the date hereof pursuant to Article IV of the Credit Agreement, together with all schedules and attachments thereto.

     “ Receivables ” has the meaning given to such term in Section 2.01(c).

     “ Related Contracts ” has the meaning given to such term in Section 2.01(c).

     “ Secured Obligations ” means, collectively, the Term Obligations and the Existing Senior Notes Obligations.

     “ Secured Parties ” means, collectively, the Term Secured Parties and the Existing Senior Notes Secured Parties.

     “ Term Secured Parties ” means, collectively, (a) the Lenders, (b) the Administrative Agent (including in its capacity as the Collateral Agent hereunder), (c) each other Person to whom any of the Term Obligations (including indemnification obligations) is owed and (d) the successors and assigns of each of the foregoing.

     “ U.C.C. ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of Texas or in any other applicable jurisdiction.

     SECTION 1.02. Terms Generally . Unless otherwise defined herein, capitalized terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

     SECTION 1.03. U.C.C. Definitions . Unless otherwise defined herein, terms for which meanings are provided in the U.C.C. are used in this Agreement, including its preamble and recitals, with such meanings.

     SECTION 1.04. Rules of Construction . The rules of construction set forth in Section 1.02 of the Credit Agreement shall also apply to this Agreement, mutatis mutandis .

ARTICLE II
Security Interest

     SECTION 2.01. Grant of Security Interest . Each Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers and transfers to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of such Grantor’s right, title and interest, whether now


 

5

existing or hereafter arising or acquired, in and to the following property (any and all of the following being the “ Collateral ”):

     (a) all equipment in all of its forms of any Grantor, including all machinery, apparatus, installation facilities and other tangible personal property, and all parts thereof and all accessions, additions, attachments, improvements, substitutions, replacements and proceeds thereto and therefor (any and all of the foregoing being the “ Equipment ”);

     (b) all inventory in all of its forms of any Grantor, wherever located, including (i) all oil, gas or other hydrocarbons and all products and substances derived therefrom, all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee) and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the “ Inventory ”);

     (c) all accounts, money, payment intangibles, deposit accounts (including the Collateral Accounts and all amounts on deposit therein and all cash equivalent investments carried therein and all proceeds thereof), contracts, contract rights, all rights constituting a right to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and general intangibles of any Grantor, whether or not earned by performance or arising out of or in connection with the sale or lease of goods or the rendering of services, including all moneys due or to become due in repayment of any loans or advances, and all rights of any Grantor now or hereafter existing in and to all security agreements, guaranties, leases, agreements and other contracts securing or otherwise relating to any such accounts, money, payment intangibles, deposit accounts, contracts, contract rights, rights to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and general intangibles (any and all such accounts, money, payment intangibles, deposit accounts, contracts, contract rights, rights to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and general intangibles being the “ Receivables ”, and any and all such security agreements, guaranties, leases, agreements and other contracts being the “ Related Contracts ”);

     (d) all books, correspondence, credit files, records, invoices, tapes, cards, computer runs, writings, data bases, information, paper and documents and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.01;

     (e) all Governmental Approvals, including any permits, to the extent a security interest may be granted therein; provided that any Governmental Approval that by its terms or by operation of law would be void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder is expressly excepted and excluded from the Liens and terms of this Security Agreement, including the grant of security interest in this Section 2.01 (other than to the extent that such terms or law would be rendered


 

6

ineffective pursuant to the U.C.C., including Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. of any relevant jurisdiction, and other than to the extent all necessary consents to grant and perfection of the Collateral Agent’s Liens thereon have been obtained) and, in any event, immediately upon the ineffectiveness, lapse or termination of such terms or law or the obtainment of such consents, such Governmental Approval shall cease to be so excepted and excluded;

     (f) all interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect any Grantor against fluctuations in interest rates or currency exchange rates and all commodity hedge, commodity swap, exchange, forward, future, floor, collar or cap agreements, fixed price agreements and all other agreements or arrangements designed to protect such Grantor against fluctuations in commodity prices (including Hedging Agreements);

     (g) to the extent not included in the foregoing, all bank accounts, investment property, fixtures and supporting obligations;

     (h) all of any Grantor’s other assets, property and rights of every kind and description and interests therein to the extent not included in the foregoing, including all “Accounts”, “Certificated Securities”, “Chattel Paper”, “Commercial Tort Claims” set forth on Schedule I (as such Schedule may be supplemented from time to time pursuant to Section 4.03), “Commodity Accounts”, “Commodity Contracts”, “Deposit Accounts”, “Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment Property”, “Letters of Credit”, “Letter-of-Credit Rights”, “Money”, “Proceeds”, “Securities”, “Securities Account”, “Security Entitlements”, “Supporting Obligations” and “Uncertificated Securities” as such terms are defined in the U.C.C., but excluding copyrights, patents, trademarks and other intellectual property; and

     (i) all accessions, substitutions, replacements, products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which constitute property of the types described in any of the foregoing clauses and proceeds deposited from time to time in any lockbox of any Grantor and, to the extent not included in the foregoing, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any condemnation award, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral);

provided, however , that, notwithstanding anything to the contrary contained herein, the Collateral shall not include, and the Collateral Agent and the Secured Parties shall not by virtue of this Agreement have a Lien on, any Excluded Collateral.

     SECTION 2.02. Security for Secured Obligations . The Collateral secures the indefeasible payment in full in cash and performance of all the Secured Obligations now or hereafter existing, whether for principal, interest, costs, fees, expenses or otherwise.


 

7

     SECTION 2.03. Continuing Security Interest . (a) This Agreement shall create a continuing security interest in the Collateral, and (i) shall remain in full force and effect until the payment in full in cash of all the Term Obligations (other than Contingent Obligations), (ii) shall be binding upon each Grantor and its successors, transferees and assigns and (iii) shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties.

          (b) Upon the payment in full in cash of all the Term Obligations (other than Contingent Obligations), the security interest granted herein (including the security interest granted herein to secure the Existing Senior Notes Obligations) shall terminate with respect to all Collateral and all rights to the Collateral shall revert to the applicable Grantors.

          (c) The security interests in any Collateral created hereby shall automatically be released, and any Subsidiary that is a Grantor shall automatically be released from its obligations hereunder, in each case at the time or times and in the manner and to the extent set forth in Section 10.17 of the Credit Agreement or in the Intercreditor Agreement.

          (d) In connection with any termination or release pursuant to this Section 2.03, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Collateral Agent.

     SECTION 2.04. Grantors Remain Liable . Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements, to the same extent as if this Agreement had not been executed; (b) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any contracts and agreements included in the Collateral; and (c) neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any such contracts or agreements included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder, unless the Collateral Agent shall have agreed to assume the obligations of such Grantor thereunder.

     SECTION 2.05. Security Interest Absolute . All rights of the Collateral Agent hereunder, the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, hereunder and all obligations of the Grantors hereunder shall be absolute and unconditional, irrespective of (a) any lack of validity, legality or enforceability of any Combined Loan Document; (b) the failure of any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against any Grantor or any other Person (including any other guarantor) under the provisions of any Combined Loan Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations or any other extension, compromise or renewal of any Secured Obligations; (d) any reduction, limitation, impairment or termination of any Secured Obligations


 

8

for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, to the extent permitted by applicable law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of any Combined Loan Document; (f) any addition, exchange, release, surrender, or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any Secured Obligations; or (g) any other circumstances which would otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor or any surety or guarantor in respect of any Secured Obligations or this Agreement.

     SECTION 2.06. Election of Remedies . If any Secured Party may, under applicable law, proceed to realize its benefits under this Agreement, any other Security Document or otherwise, either by judicial foreclosure or by non-judicial sale or enforcement, such Secured Party may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies for its benefit under this Agreement (it being understood and agreed that nothing in this Section 2.06 shall limit the provisions of Section 5.02). If, in the exercise of any of its rights and remedies, any Secured Party shall forfeit any of the rights or remedies for its benefit, including its right to enter a deficiency judgment against any Grantor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Grantor hereby consents to such action by such Secured Party and waives any claim based upon such action, even if such action by such Secured Party shall result in a full or partial loss of any rights of subrogation that such Grantor might otherwise have had but for such action by such Secured Party.

ARTICLE III
Representations and Warranties

     Each Grantor represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as set forth in this Article III.

     SECTION 3.01. Perfection Certificate . The information set forth in the Perfection Certificate, including the exact legal name of each Grantor, is correct and complete as of the date hereof.

     SECTION 3.02. Ownership, No Liens, Validity, etc . Each Grantor owns the Collateral with respect to which it has purported to grant a security interest hereunder free and clear of Liens, except for Permitted Encumbrances. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent relating to this Agreement and except for any filings in respect of Permitted Encumbrances. This Agreement creates a valid security interest in the Collateral, securing the payment of the Secured Obligations, and, upon the proper filing of a U.C.C. financing statement with the Secretary of State of the jurisdiction of each Grantor’s organization, formation or incorporation, all filings necessary to perfect such security interest, to the extent such security interest can be perfected by the filing of a U.C.C.


 

9

financing statement, shall have been taken and such security interest shall be a first priority security interest (subject, with respect to priority, to the priority of Liens securing the First Lien Obligations as set forth in the Intercreditor Agreement and to Permitted Encumbrances that have priority as a matter of law).

     SECTION 3.03. Possession and Control . Each Grantor, or one or more of its Subsidiaries, has exclusive possession and control of the Equipment and Inventory.

ARTICLE IV
Covenants

     Each Grantor covenants and agrees that, so long as any Term Obligations (other than Contingent Obligations) shall remain unpaid, such Grantor will, unless the Required Lenders shall otherwise consent in writing and subject to the Intercreditor Agreement, perform the obligations set forth in this Article IV.

     SECTION 4.01. As to Receivables . (a) Each Grantor shall (i) keep its principal place of business and chief executive office and the office(s) where it keeps its records concerning the Receivables at the addresses set forth with respect to such Grantor in Sections 2(a) and 2(b) of the Perfection Certificate or in the notice, if any, most recently delivered with respect to such Grantor under Section 4.06 and (ii) hold and preserve such records in accordance with its normal business practices.

          (b) Upon written notice by the Collateral Agent to any Grantor to such effect after the occurrence and during the continuance of an Event of Default, all proceeds of Collateral received by such Grantor during the continuance of such Event of Default shall be delivered in kind to the Collateral Agent for deposit into a deposit account of such Grantor maintained with, or subject to the control of, the Collateral Agent (any such deposit account of any Grantor being referred to herein as a “ Collateral Account ”). With respect to any such proceeds, until such Event of Default is no longer continuing, unless the Collateral Agent directs otherwise, (i) each Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property all such proceeds in express trust for the Collateral Agent, for the benefit of the Secured Parties, until delivery thereof is made to the Collateral Agent and (ii) no funds, other than proceeds of Collateral, will be deposited in any Collateral Account designated for the purpose of holding such proceeds. The Collateral Agent agrees that it shall not give the notice referred to in this paragraph unless it believes, acting reasonably, that an Event of Default shall have occurred and is continuing.

          (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to apply any amount in any Collateral Account to the payment of any Secured Obligations which are due and payable in the manner set forth in Section 6.03.

          (d) Subject to the rights of the Collateral Agent granted pursuant to the Loan Documents, each Grantor shall have the right, with respect to and to the extent of its collected funds in the Collateral Account, as long as no Event of Default has occurred and is continuing, to require the Collateral Agent, without any liability of the Collateral Agent except for its own


 

10

gross negligence or willful misconduct (IT BEING UNDERSTOOD THAT THE COLLATERAL AGENT SHALL NOT BE LIABLE TO ANY SECURED PARTY FOR ANY NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)), (i) to invest the amounts on deposit thereon in cash equivalent investments, provided that, in the case of certificated securities, the Collateral Agent (or its agent or bailee) shall retain possession thereof as Collateral and, in the case of uncertificated securities, the Collateral Agent may take such actions, including registration of such securities in its name, as it shall determine is necessary to perfect its security interest therein, and (ii) to close such Collateral Account and return all funds, together with interest and profits (if any) thereon, on deposit therein to such Grantor.

     SECTION 4.02. As to Collateral . (a) Unless otherwise restricted by the Combined Loan Documents, each Grantor (i) may in the ordinary course of its business or as otherwise permitted under the Loan Documents, at its own expense, sell, transfer, lease or furnish under the contracts of service any of the Collateral of such Grantor, and sell, transfer, use and consume, in the ordinary course of its business or as otherwise permitted under the Loan Documents, any raw materials, work in process or materials held by such Grantor, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral held by such Grantor in accordance with its customary business practices or as otherwise permitted by the Loan Documents, and, upon the occurrence and during the continuance of an Event of Default, will take such action with respect to such collection as the Collateral Agent may request or, in the absence of such request, as such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business and in accordance with its customary business practices, to any Person obligated on any of the Collateral, any rebate, refund or allowance to which such Person may be lawfully entitled, and may accept, in connection therewith, the return of goods the sale or lease of which shall have given rise to such Collateral. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, upon prior or concurrent written notice to any Grantor, notify any Person obligated on any of the Collateral of such Grantor to make payment to the Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder and enforce collection of any of the Collateral of such Grantor by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Each Grantor will, at its own expense, upon the occurrence and during the continuance of an Event of Default and the written request of the Collateral Agent, notify any Person obligated on any of the Collateral of such Grantor to make payment to the Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder.

 &nbs


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more