Common use of Dividend and Distribution Rights in Respect of the Pledged Collateral Clause in Contracts

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 5 contracts

Samples: Agency Succession and Amendment Agreement (GateHouse Media, Inc.), Pledge Agreement (GateHouse Media, Inc.), Pledge Agreement (Lionbridge Technologies Inc /De/)

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Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 4 contracts

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 4 contracts

Samples: Pledge Agreement (Pantry Inc), Pledge Agreement (Pantry Inc), Pledge Agreement (Pantry Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection paragraph (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 3 contracts

Samples: Pledge Agreement (Wolverine Tube Inc), Credit Agreement (Wolverine Tube Inc), Pledge Agreement (Nacco Industries Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Loan Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent Bank which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection paragraph (ii) shall be received in trust for the benefit of the Administrative AgentBank, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent Bank as Pledged Collateral in the exact form received, to be held by the Administrative Agent Bank as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 2 contracts

Samples: Loan and Security Agreement (Argyle Security, Inc.), Pledge Agreement (Argyle Security, Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Loan Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent Bank which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection paragraph (ii) shall be received in trust for the benefit of the Administrative AgentBank, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent Bank as Pledged Collateral in the exact form received, to be held by the Administrative Agent Bank as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Argyle Security, Inc.), Pledge Agreement (Argyle Security, Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementIndentures. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent Collateral Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Transmeridian Exploration Inc), Pledge Agreement (Transmeridian Exploration Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection (e) Section shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Usc May Verpackungen Holding Inc), Pledge Agreement (Medical Staffing Network Holdings Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Default or Event of Default shall have has occurred and be is continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent or Collateral Custodian, as applicable, pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementAgreement and the Indenture. (ii) Upon the occurrence and during the continuation continuance of an a Default or Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (ed) shall cease and all such rights shall thereupon be vested in the Administrative Agent Collateral Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent Collateral Agent, as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Capitalsource Inc), Pledge Agreement (Capitalsource Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (iiii) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (iiiv) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as Provided that no Event of Default shall will have occurred and be continuing, each and subject to Section 4(b) hereof, the Pledgor may receive and retain any and all dividends (other than share or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementCollateral. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) A. all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subparagraph (i) of this subsection Subsection (ed) shall will cease and all such rights shall will thereupon be vested in the Administrative Agent Secured Party, which shall will then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) B. all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause (A) A of this subsection subparagraph (ii) shall will be received in trust for the benefit of the Administrative AgentSecured Party, shall will be segregated from other property or funds of such the Pledgor, and shall will be forthwith immediately be paid over to the Administrative Agent Secured Party as Pledged Collateral in the exact form received, to be held by the Administrative Agent Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 2 contracts

Samples: Share Pledge Agreement (Vista Gold Corp), Share Pledge Agreement (Vista Gold Corp)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each until receipt by a Pledgor of written notice from the Administrative Agent, such Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default and, provided that all Borrowers have satisfied their obligation to notify the Administrative Agent of all Events of Default, following receipt by a Pledgor of written notice from the Administrative Agent: (A) all rights of a such Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments, which right shall revert to and vest in the applicable Pledgor upon the waiver or cure of all such Events of Default, and such Pledgor shall thereafter have the sole right to receive such dividends, distributions and interest payments, subject to the terms of this clause (e); and (B) all dividends, distributions and interest payments which are received by a such Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Government Properties Income Trust), Pledge Agreement (Government Properties Income Trust)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection paragraph (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 2 contracts

Samples: Senior Secured Working Capital Credit Facility (Transmontaigne Inc), Senior Secured Credit Facility (TransMontaigne Partners L.P.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock Equity Interests and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Credit Party Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Carrols Restaurant Group, Inc.), Pledge Agreement (VOXX International Corp)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection (e) Section shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Pledge Agreement (American Medical Systems Holdings Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each the Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock Equity Interest and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Gaming Pledge Agreement (Riviera Holdings Corp)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Lionbridge Technologies Inc /De/)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection paragraph (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Armor Holdings Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent pursuant to Section 4 3 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Credit Agreement (Rock-Tenn CO)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock Equity Interests and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (New Media Investment Group Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementIndenture. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Transmeridian Exploration Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementIndenture. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Transmeridian Exploration Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementSubject Documents. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection (e) Section shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative AgentSecured Parties, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (U S Restaurant Properties Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each the Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (GateHouse Media, Inc.)

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Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed not prohibited under the Credit AgreementIndenture. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection (e) Section shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then PLEDGE AGREEMENT have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Usc May Verpackungen Holding Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Default or Event of Default shall have has occurred and be is continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent or Collateral Custodian, as applicable, pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an a Default or Event of Default: (A) A. all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) B. all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent Agent, as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Capitalsource Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementIndenture. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Unifi Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Unifi Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Collateral Agent pursuant to Section 4 aboveof this Pledge Agreement), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Note Purchase Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Applied Digital Solutions Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each until receipt by a Pledgor of written notice from the Administrative Agent, such Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default and, provided that all Loan Parties have satisfied their obligation to notify the Administrative Agent of all Events of Default, following receipt by a Pledgor of written notice from the Administrative Agent: (A) all rights of a such Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments, which right shall revert to and vest in the applicable Pledgor upon the waiver or cure of all such Events of Default, and such Pledgor shall thereafter have the sole right to receive such dividends, distributions and interest payments, subject to the terms of this clause (e); and (B) all dividends, distributions and interest payments which are received by a such Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Trustreet Properties Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subclause (A) of this subsection (ii) clause shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Integrated Defense Technologies Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection (e) Section shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative AgentSecured Parties, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Credit Agreement (U S Restaurant Properties Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each the Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause (A) of this subsection paragraph (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Nacco Industries Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and subject to Section 4(b) hereof, each the Pledgor may receive and retain any and all dividends (other than stock dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 aboveaddressed hereinabove), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation continuance of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection (e) Section shall cease and all such rights shall thereupon be vested in the Administrative Collateral Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause subsection (A) of this subsection (ii) Section shall be received in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Collateral Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Holdings Pledge Agreement (Medical Staffing Network Holdings Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may shall be entitled to receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Credit Agreement (Nci Building Systems Inc)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each the Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock capital stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Subordinated Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (ef) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative AgentLenders, shall be segregated from other property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Secured Guaranty Pledge Agreement (Wells Timberland REIT, Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock Equity Interest and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Credit Party Pledge Agreement (Riviera Holdings Corp)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, each the Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock Equity Interests and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which are received by a the Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Credit Party Obligations.

Appears in 1 contract

Samples: Holdings Pledge Agreement (Carrols Restaurant Group, Inc.)

Dividend and Distribution Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuingoccurred, each the Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock Equity Interests and other dividends constituting Pledged Collateral which that are required to be delivered to the Administrative Agent Purchaser pursuant to Section 4 Article II above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Repurchase Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of a the Pledgor to receive the dividends, distributions and interest payments which that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (eSubsection 6.2(e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which Purchaser who shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and (B) all dividends, distributions and interest payments which that are received by a the Pledgor contrary to the provisions of clause (A) of this subsection Subsection (ii) shall be received in trust for the benefit of the Administrative AgentPurchaser, shall be segregated from other property Property or funds of such the Pledgor, and shall be forthwith paid over to the Administrative Agent Purchaser as Pledged Collateral in the exact form received, to be held by the Administrative Agent Purchaser as Pledged Collateral and as further collateral security for the Secured Pledged Obligations.

Appears in 1 contract

Samples: Pledge and Security Agreement (Municipal Mortgage & Equity LLC)

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