SOA » Topics » Collateral Enforcement Action

This excerpt taken from the SOA 8-K filed Oct 16, 2009.
Collateral Enforcement Action” means, collectively or individually for one or more of the Agents, when a Revolving Credit Facility Default, Term Loan Default or Additional Pari Passu Loan Default, as the case may be, has occurred and is continuing, whether or not in consultation with any other Agent, to repossess or join any Person in repossessing, or exercise or join any Person in exercising, or institute or maintain or participate in any action or proceeding with respect to, any remedies with respect to any Collateral or commence the judicial enforcement of any of the rights and remedies under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents, the applicable Additional Pari Passu Credit Documents or under any applicable law, but in all cases (i) including (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Credit Document or otherwise, (b) exercising any right of set-off with respect to any Grantor, (c) the collection and application of, or the delivery of any activation notice with respect to, accounts or other monies deposited from time to time in Deposit Accounts or Securities Accounts or otherwise exercising any right or remedy under any Account Agreement with respect to Deposit Accounts or Securities Accounts, (d) exercising any right or remedy under any landlord access agreement, landlord waiver, bailee letter or similar agreement or arrangement or (e) causing (or, after the occurrence and during the continuance of any Event of Default, consenting to or requesting) any sale or other disposition of any Collateral and (ii) excluding the imposition of a default rate or late fee, in each case in accordance with the terms of the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents; provided that notwithstanding anything to the contrary in the foregoing, the exercise of rights or remedies by the Revolving Credit Facility Collateral Agent under any Account Agreement with respect to a Deposit Account or a Securities Account or the notification of account debtors, in each case, during a “Liquidity Event Period (Borrowing Base)”, “Liquidity Event Period (Cash Dominion)”, “Liquidity Event Period (Fixed Charge Coverage Ratio)” or


“Liquidity Event Period (European Notification)” (each, as defined in the Revolving Credit Agreement) shall not constitute a Collateral Enforcement Action under this Agreement.
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