As to the Pledged Collateral. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Grantor and not the Agent shall be entitled to exercise any and all voting and other rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that the Grantor shall not exercise or refrain from exercising any such right without the consent of the Agent if such action or inaction would have a material adverse effect on the value of the Pledged Collateral or the benefits to the Agent, the Lenders and the Issuing Banks including, without limitation, the validity, priority or perfection of the security interest granted hereby or the remedies of the Agent hereunder. (ii) The Grantor and not the Agent shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock of any Subsidiary of the Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent, in the case of (A) above, to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Agent, the Lenders and the Issuing Banks, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be delivered to the Agent to be applied to the Guaranteed Obligations in such order as provided in subsection 2.06(b) of the Credit Agreement. (iii) The Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default and at the Agent's option: (i) All rights of the Grantor to exercise the voting and other rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 8(a)(i) hereof and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Agent, who shall thereupon have the sole right to exercise such voting and other rights of consent or approval and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Grantor contrary to the provisions of paragraph (i) of this Section 8(b) hereof shall be received in trust for the benefit of the Agent, the Lenders and the Issuing Banks and shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).
Appears in 2 contracts
Samples: Credit Agreement (Anntaylor Inc), Pledge Agreement (Anntaylor Inc)
As to the Pledged Collateral. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Grantor and not the Agent Each Guarantor shall be entitled to exercise any and all voting and other consensual rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Credit AgreementAgreements; provided, however, that the Grantor such Guarantor shall not exercise or refrain from exercising any such right without the consent of the Collateral Agent if such action or inaction would have a material adverse effect on the fair market value of any part of the Pledged Collateral or the benefits to the Agent, the Lenders and the Issuing Banks including, without limitation, the validity, priority or perfection of the security interest interests granted hereby or the remedies of the Collateral Agent hereunder.
(ii) The Grantor and not the Agent Each Guarantor shall be entitled to receive and retain any and all dividends dividends, principal, interest and interest other distributions paid in respect of the Pledged CollateralCollateral to the extent not prohibited by this Agreement; provided, however, that any and all
(A) dividends all dividends, principal, interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property Property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock of any Subsidiary of the Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent, in the case of (A) above, Collateral Agent to hold as Pledged Collateral and shall, if received by the Grantorsuch Guarantor, be received in trust for the benefit of the Collateral Agent, the Lenders and the Issuing Banks, be segregated from the other property or funds Property of the Grantorsuch Guarantor, and be forthwith delivered to the Collateral Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be delivered to the Agent to be applied to the Guaranteed Obligations in such order as provided in subsection 2.06(b) of the Credit Agreement).
(iii) The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor each Guarantor all such proxies and other instruments as the Grantor such Guarantor may reasonably request for the purpose of enabling the Grantor such Guarantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph clause (i) above and to receive the dividends distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph clause (ii) above.
(ba) Upon the occurrence and during the continuance of an Event of Default and at the Collateral Agent's optionoption and following written notice by the Collateral Agent to such Guarantor:
(i) All Subject to Section 17(f), all rights of the Grantor such Guarantor to exercise the voting and other consensual rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 8(a)(i10(a)(i) hereof and to receive the dividends dividends, principal, and interest payments and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii10(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise such voting vot ing and other consensual rights of consent or approval and to receive and hold as Pledged Collateral such dividends dis tributions and principal and interest payments.
(ii) All dividends dividends, principal and interest payments and other distributions which are received by the Grantor such Guarantor contrary to the provisions of paragraph (iSection 10(b)(i) of this Section 8(b) hereof shall be received in trust for the benefit of the Collateral Agent, the Lenders and the Issuing Banks and shall be segregated from other funds of the Grantor such Guarantor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).
(b) In the event that all or any part of the securities or instruments constituting the Pledged Collateral are lost, destroyed or wrongfully taken while such securities or instruments are in the possession of the Collateral Agent, such Guarantor agrees that it will cause the delivery of new securities or instruments in place of the lost, destroyed or wrongfully taken securities or instruments upon request therefor by the Collateral Agent without the necessity of any indemnity bond or other security other than the Collateral Agent's agreement or indemnity therefor customary for security agreements similar to this Agreement.
Appears in 1 contract
Samples: Subsidiary Guaranty (American Radio Systems Corp /Ma/)
As to the Pledged Collateral. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Grantor and not the Administrative Agent shall be entitled to exercise any and all voting and other rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, -------- ------- that the Grantor shall not exercise or refrain from exercising any such right without the consent of the Administrative Agent if such action or inaction would have a material adverse effect on the value of the Pledged Collateral or the benefits to the Administrative Agent, the Lenders Lenders, the Issuing Banks, the Arranger and the Issuing Banks Syndication Agents, including, without limitation, the validity, priority or perfection of the security interest granted hereby or the remedies of the Administrative Agent hereunder.
(ii) The Grantor and not the Administrative Agent shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and allall -------- ------
(A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock of any Subsidiary of the Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,capital surplus or paid-in-surplus, andand =================================================================
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Administrative Agent, in the case of (A) above, to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Administrative Agent, the Lenders and Lenders, the Issuing Banks, the Arranger and the Syndication Agents, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Administrative Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be delivered to the Administrative Agent to be applied to the Guaranteed Obligations in such order as provided in subsection 2.06(b2.05(b) of the Credit Agreement.
(iii) The Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default and at the Administrative Agent's option:
(i) All rights of the Grantor to exercise the voting and other rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 8(a)(i) hereof and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Administrative Agent, who shall thereupon have the sole right to exercise such voting and other rights of consent or approval and to receive and hold as Pledged Collateral such dividends and interest payments.
(ii) All dividends and interest payments which are received by the Grantor contrary to the provisions of paragraph (i) of this Section 8(b) hereof shall be received in trust for the benefit of the Administrative Agent, the Lenders Lenders, the Issuing Banks, the Arranger and the Issuing Banks Syndication Agents and shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).
Appears in 1 contract
As to the Pledged Collateral. (a) So long as no Event of Default shall have occurred oc- curred and be continuing:
(i) The Grantor and not the Agent Borrower shall be entitled to exercise exer- cise any and all voting and other consensual rights of consent or approval pertaining to the Pledged Collateral Col- lateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Credit Agreementother Bank Debt Documents; provided, however, that the Grantor Borrower shall not exercise ex- ercise or refrain from exercising any such right without the consent of the Agent Bank if such action or inaction would have a material adverse effect on the fair market value of any part of the Pledged Collateral or the benefits to the Agent, the Lenders and the Issuing Banks including, without limitation, the validity, priority or perfection per- fection of the security interest interests granted hereby or the remedies rem- edies of the Agent Bank hereunder.
(ii) The Grantor and not the Agent Borrower shall be entitled to receive re- ceive and retain any and all dividends principal and interest paid in respect of the Pledged CollateralCollateral to the extent not prohib- ited by this Agreement; provided, however, that any and all
(A) dividends all principal and interest paid or payable other than in cash in respect of, and instruments and other property Property received, receivable re- ceivable or otherwise distributed in respect of, or in exchange ex- change for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock of any Subsidiary of the Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent, in the case of (A) above, Bank to hold as Pledged Collateral and shall, if received by the GrantorBorrower, be received in trust for the benefit ben- efit of the Agent, the Lenders and the Issuing BanksBank, be segregated from the other property or funds Property of the GrantorBorrower, and be forthwith delivered to the AgentBank, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be delivered to the Agent to be applied to the Guaranteed Obligations in such order as provided in subsection 2.06(b) of the Credit Agreement).
(iii) The Agent Bank shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor Borrower all such proxies and other instruments as the Grantor Borrower may reasonably request for the purpose of enabling the Grantor Borrower to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph clause (i) above and to receive the dividends principal or interest payments which it is authorized to receive and retain pursuant to paragraph clause (ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default and at the AgentBank's optionoption and following written notice by the Bank to the Borrower:
(i) All rights of the Grantor Borrower to exercise the voting and other consensual rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 8(a)(i7(a) hereof (i) and to receive the dividends prin- cipal and interest payments which it would otherwise be authorized au- thorized to receive and retain pursuant to Section 8(a)(ii7(a) hereof (ii) shall cease, and all such rights shall thereupon become vested in the AgentBank, who shall thereupon have the sole right to exercise such voting and other consensual rights of consent or approval and to receive and hold as Pledged Collateral such dividends principal and interest payments.
(ii) All dividends principal and interest payments which are received by the Grantor Borrower contrary to the provisions of paragraph Section 7(b) (i) of this Section 8(b) hereof shall be received in trust for the benefit of the AgentBank, the Lenders and the Issuing Banks and shall be segregated from other funds of the Grantor Bor- rower and shall be forthwith paid over to the Agent Bank as Pledged Collateral in the same form as so received (with any necessary neces- sary indorsement).
(c) In the event that all or any part of the cer- tificates, notes or debt instruments constituting the Pledged Collateral are lost, destroyed or wrongfully taken while such certificates, notes or debt instruments are in the possession of the Bank, the Borrower agrees that it will cause the de- livery of new certificates, notes or debt instruments in place of the lost, destroyed or wrongfully taken certifi- xxxxx, notes or debt instruments upon request therefor by the Bank without the necessity of any indemnity bond or other se- curity other than the Bank's agreement or indemnity therefor customary for security agreements similar to this Agreement.
Appears in 1 contract
As to the Pledged Collateral. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Grantor and not the Agent Borrower shall be entitled to exercise any and all voting and other consensual rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Credit AgreementAgreements; provided, however, that the Grantor Borrower shall not exercise or refrain from exercising any such right without the consent of the Collateral Agent if such action or inaction would have a material adverse effect on the fair market value of any part of the Pledged Collateral or the benefits to the Agent, the Lenders and the Issuing Banks including, without limitation, the validityvalid ity, priority or perfection of the security interest interests granted hereby or the remedies of the Collateral Agent hereunder.
(ii) The Grantor and not the Agent Borrower shall be entitled to receive and retain any and all dividends dividends, principal, interest and interest other distributions paid in respect of the Pledged CollateralCollateral to the extent not prohibited by this Agreement; provided, however, that any and all
(A) dividends all dividends, principal, interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property Property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock of any Subsidiary of the Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent, in the case of (A) above, Collateral Agent to hold as Pledged Collateral and shall, if received by the GrantorBorrower, be received in trust for the benefit of the Collateral Agent, the Lenders and the Issuing Banks, be segregated from the other property or funds Property of the GrantorBorrower, and be forthwith delivered to the Collateral Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be delivered to the Agent to be applied to the Guaranteed Obligations in such order as provided in subsection 2.06(b) of the Credit Agreement.
(iii) The Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above).
(b) Upon the occurrence and during the continuance of an Event of Default and at the Collateral Agent's optionoption and following written notice by the Collateral Agent to the Borrower:
(i) All Subject to section 14(f), all rights of the Grantor Borrower to exercise the voting and other consensual rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 8(a)(isection 7(a)(i) hereof and to receive the dividends dividends, principal, and interest payments and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(iisection 7(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights of consent or approval and to receive and hold as Pledged Collateral such dividends distributions and principal and interest payments.
(ii) All dividends dividends, principal and interest payments and other distributions which are received by the Grantor Borrower contrary to the provisions of paragraph (isection 7(b)(i) of this Section 8(b) hereof shall be received in trust for the benefit of the Collateral Agent, the Lenders and the Issuing Banks and shall be segregated from other funds of the Grantor Borrower and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).
(c) In the event that all or any part of the securities or instruments constituting the Pledged Collateral are lost, destroyed or wrongfully taken while such securities or instruments are in the possession of the Collateral Agent, the Borrower agrees that it will cause the delivery of new securities or instruments in place of the lost, destroyed or wrongfully taken securities or instruments upon request therefor by the Collateral Agent without the necessity of any indemnity bond or other security other than the Collateral Agent's agreement or indemnity therefor customary for security agreements similar to this Agreement.
Appears in 1 contract
Samples: Borrower Security Agreement (American Radio Systems Corp /Ma/)
As to the Pledged Collateral. (a) So long as no Event of event or circumstance which constitutes a Default shall have occurred and be continuing:
(i) The Grantor and not the Agent Pledgor shall be entitled to exercise any and all voting and other consensual rights of consent or approval pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement, the Old Note Indenture or the Credit AgreementNew Note Indenture; provided, however, that the Grantor Pledgor shall not exercise or refrain from exercising any such right without the consent of the Collateral Agent if if, in the Collateral Agent's judgment, such action or inaction would have a material adverse effect Material Adverse Effect (as defined herein) on the fair market value of any of the Pledged Collateral or the benefits to the Agent, the Lenders and the Issuing Banks including, without limitation, the validity, priority or perfection of the security interest interests granted hereby or the remedies of the Collateral Agent hereunder.
(ii) The Grantor and not the Agent shall be entitled to receive and retain any Any and all dividends and interest paid other distributions (whether or not in respect of the Pledged Collateral; provided, however, that any and all
(Acash) dividends and interest paid or payable other than in cash in respect ofpayable, and certificates, instruments and other property Property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral consisting of stock of any Subsidiary of the Grantor and dividends and other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Agent, in the case of (A) above, Collateral Agent to hold be held as Pledged Collateral and shall, if received by the GrantorPledgor, be received in trust for the benefit of the AgentOld Note Trustee, the Lenders New Note Trustee and the Issuing BanksHolders, be segregated from the other property or funds Property of the GrantorPledgor, and be forthwith delivered to the Collateral Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) andendorsement). Any cash dividends or distributions delivered to or otherwise held by the Collateral Agent pursuant to this Section 5, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be any other cash constituting Pledged Collateral delivered to the Agent to Collateral Agent, shall be applied to invested, at the Guaranteed Obligations in such order as provided in subsection 2.06(b) written direction of the Credit AgreementPledgor, by the Collateral Agent in Cash Equivalents.
(iii) The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor Pledgor all such proxies and other instruments as the Grantor Pledgor may reasonably request for the purpose of enabling the Grantor Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph subsection (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of a Default and (except as provided below), at the Collateral Agent's optionoption and following written notice by the Collateral Agent to the Pledgor:
(i) All rights of the Grantor Pledgor to exercise the voting and other consensual rights of consent or approval which it would otherwise be entitled to exercise pursuant to Section 8(a)(i5(a)(i) hereof and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii) hereof shall cease; provided, however, that the Pledgor shall be entitled to exercise such rights without the prior consent of the Collateral Agent if such rights are to be exercised to vote in favor of a transaction which is reasonably expected to cure the Default, not result in another Default and not result in a Material Adverse Effect (as defined herein). Except as provided in the prior sentence, after the occurrence and during the continuance of an Event of Default, all such voting and other consensual rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise such voting and other rights consensual rights, subject to the satisfaction of consent or approval any regulatory requirements. Effective upon the occurrence and during the continuance of an Event of Default, the Pledgor hereby appoints the Collateral Agent the Pledgor's true and lawful attorney-in-fact and grants to receive and hold as the Collateral Agent an IRREVOCABLE PROXY to vote the Pledged Collateral such dividends in any manner the Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders. The power-of-attorney granted hereby is coupled with an interest and interest paymentsshall be irrevocable.
(ii) All The provisions of Section 5(a)(ii) shall continue in full force and effect, except that no dividends and interest payments which are received by the Grantor contrary or distributions may be paid to the provisions of paragraph (i) of this Section 8(b) hereof shall be received in trust for the benefit of the Agent, the Lenders and the Issuing Banks and shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary indorsement)Pledgor.
Appears in 1 contract
Samples: Pledge Agreement (Cd Radio Inc)
As to the Pledged Collateral. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Grantor and not the Agent shall be entitled to exercise any and all voting and other rights of consent or approval pertaining to If the Pledged Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Secured Party may resell such Pledged Collateral. In no event shall Grantor be credited with any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that the Grantor shall not exercise or refrain from exercising any such right without the consent of the Agent if such action or inaction would have a material adverse effect on proceeds of sale of any Pledged Collateral until cash payment therefor has actually been received by the value of Secured Party.
(b) The Secured Party may purchase the Pledged Collateral at any public sale and, if any Pledged Collateral is of a type customarily sold in a recognized market or is of the benefits type that is the subject of widely distributed standard price quotations, the Secured Party may purchase such Pledged Collateral at private sale, free from any right of redemption, which is hereby waived and released to the Agentextent permitted by applicable law, the Lenders and the Issuing Banks in each case may make payment therefor by any means, including, without limitation, the validity, priority by release or perfection discharge of the security interest granted hereby or the remedies Obligations in lieu of the Agent hereundercash payment.
(iic) The Grantor and not the Agent No demand, advertisement or notice, all of which are hereby expressly waived, shall be entitled to receive and retain required in connection with any and all dividends and interest paid in respect sale or other disposition of the Pledged CollateralCollateral that threatens to decline speedily in value or that is of a type customarily sold on a recognized market; provided, however, that any otherwise the Secured Party shall give the applicable Grantor 10 days' prior notice of the time and all
(A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect place of any Pledged Collateral consisting of stock of any Subsidiary public sale and of the Grantor and dividends and time after which any private sale or other distributions paid or payable in cash in respect of any other Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital,surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall forthwith be delivered to the Agent, in the case of (A) above, to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Agent, the Lenders and the Issuing Banks, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Agent, as Pledged Collateral in the same form as so received (with any necessary indorsement) and, in the case of (B) and (C) above, to the extent required under the terms of the Credit Agreement, shall forthwith be delivered to the Agent disposition is to be applied to the Guaranteed Obligations in such order as provided in subsection 2.06(b) of the Credit Agreementmade, which notice Grantor agrees is reasonable.
(iiid) The Agent Secured Party shall promptly execute and deliver (not be obligated to sale the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be executed adjourned from time to time by announcement at the time and deliveredplace fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.
(e) If at any time when the Secured Party shall determine to exercise its right to sell all of the Grantor all Pledged Collateral pursuant to this Section 13, such proxies Pledged Collateral or the part thereof to be sold shall not be effectively registered under the Securities Act of 1933, as amended, and other instruments as from time to time in effect, and the rules and regulations thereunder (the "Securities Act"), the Secured Party is hereby expressly authorized to sell such Pledged Collateral by private sale in such manner and under such circumstances as the Grantor Secured Party may reasonably request deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Secured Party, in compliance with applicable securities laws, (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of enabling the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends registering such Pledged Collateral or interest payments which it is authorized to receive and retain pursuant to paragraph such part thereof shall have been filed under such Securities Act so long as doing so would not violate applicable securities laws, (ii) abovemay approach and negotiate with a restricted number of potential purchasers to effect such sale and (iii) may restrict such sale to purchasers as to their number, nature of business and investment intention including without limitation to purchasers each of whom will represent and agree to the satisfaction of the Secured Party that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral, or part thereof, it being understood that the Secured Party may cause or require Grantor, and Grantor hereby agrees upon the written request of the Secured Party, to cause (A) a legend or legends to be placed on the certificates to be delivered to such purchasers to the effect that the Pledged Collateral represented thereby have not been registered under the Securities Act and setting forth or referring to restrictions on the transferability of such securities; and (B) the issuance of stop transfer instructions to the issuer of such Pledged Collateral's transfer agent, if any, with respect to the Pledged Collateral, or, if such issuer transfers its own securities, a notation in the appropriate records of such issuer. In the event of any such sale, Grantor does hereby consent and agree that the Secured Party shall incur no responsibility or liability for selling the Pledged Collateral at a price which the Secured Party may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were public and deferred until after registration as aforesaid. The Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under the Securities Act. Grantor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.
(bf) Upon the occurrence and during the continuance of an Event of Default and at the Agent's option:
(i) All rights The remedies provided herein in favor of the Grantor to exercise the voting and other rights of consent or approval which it would otherwise Secured Party shall not be entitled to exercise pursuant to Section 8(a)(i) hereof and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii) hereof shall ceasedeemed exclusive, and all such rights shall thereupon become vested in the Agent, who shall thereupon have the sole right to exercise such voting and other rights of consent or approval and to receive and hold as Pledged Collateral such dividends and interest payments.
(ii) All dividends and interest payments which are received by the Grantor contrary to the provisions of paragraph (i) of this Section 8(b) hereof but shall be received in trust for the benefit of the Agentcumulative, the Lenders and the Issuing Banks and shall be segregated from in addition to all other funds remedies in favor of the Grantor and shall be forthwith paid over to the Agent as Pledged Collateral Secured Party existing at law or in the same form as so received (with any necessary indorsement)equity.
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