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

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 6 contracts

Samples: Pledge Agreement (School Specialty Inc), Pledge Agreement (Ict Group Inc), Pledge Agreement (Ict Group Inc)

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Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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: Credit Agreement (Wageworks, Inc.), Pledge Agreement (Providence Service Corp), Credit Agreement (Wageworks, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 4 contracts

Samples: Credit Agreement (Delta Woodside Industries Inc /Sc/), Credit Agreement (Simonds Industries Inc), Pledge Agreement (Fresh Foods Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) 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 continuance of an Event of DefaultDefault and following delivery to such Pledgor by the Collateral Agent of notice of its intent to exercise such rights: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection shall be received in trust for the benefit of the Administrative AgentCollateral Agent and the holders of the Obligations, 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 4 contracts

Samples: Credit Agreement (HSN, Inc.), Pledge Agreement (HSN, Inc.), Pledge Agreement (HSN, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementAgreement or the other Loan Documents. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Administrative AgentAgent and the holders of the Secured Obligations, 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 3 contracts

Samples: Pledge Agreement (Ipayment Inc), Credit Agreement (Ipayment Inc), Pledge Agreement (E-Commerce Exchange, Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 3 contracts

Samples: Pledge Agreement (Fti Consulting Inc), Pledge Agreement (Fti Consulting Inc), Pledge Agreement (Fti Consulting Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default:Default (unless and until such Event of Default has been waived or cured in accordance with the terms of the Credit Agreement): (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 3 contracts

Samples: Pledge Agreement (Galey & Lord Inc), Pledge Agreement (Galey & Lord Inc), Pledge Agreement (Galey & Lord Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each the Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default:Default and notice from the Collateral Agent to the Pledgor that the Collateral Agent intends to exercise its rights pursuant to this paragraph (e): (A) all rights of a the Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a the Pledgor contrary to the provisions of paragraph (A) of this subsection 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 Obligations.

Appears in 3 contracts

Samples: Canadian Pledge Agreement (Armstrong World Industries Inc), Canadian Pledge Agreement (Armstrong World Industries Inc), Canadian Pledge Agreement (Armstrong World Industries Inc)

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

Appears in 3 contracts

Samples: Share Purchase Agreement (VIASPACE Inc.), Stock Pledge Agreement (VIASPACE Inc.), Stock Pledge Agreement (VIASPACE Green Energy Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing Subject to subclause (ii) below and subject to Section 4(b) hereof, each Pledgor the Obligor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default:Default (but subject to the provisions of the Credit Agreement): (A) all rights of a Pledgor the Obligor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section upon written notice to the Borrower and the Obligor 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor the Obligor contrary to the provisions of paragraph (A) of this subsection Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgorthe Obligor, 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 Obligor Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Mg Waldbaum Co), Pledge Agreement (Mg Waldbaum Co)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed permitted under the Credit Agreement.; and (ii) Upon the occurrence and during the continuance of an Event of Default:Default and delivery by the Administrative Agent to the applicable Pledgor of notice of its intent to exercise its rights under this Section 9(e): (A) all rights of a each Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a such Pledgor contrary to the provisions of paragraph (Aii)(A) of this subsection 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 promptly 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: Pledge Agreement, Pledge Agreement (Dermira, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementFinancing Documents. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in CHAR1\1042960v9 the Administrative Collateral Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 Senior Secured Obligations.

Appears in 2 contracts

Samples: Pledge Agreement (Ruby Tuesday Inc), Loan Facility Agreement and Guaranty (Ruby Tuesday Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject Subject to Section 4(bclause (ii) hereofbelow, each Pledgor Obligor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) upon written notice from the Administrative Agent stating its intention to exercise its rights under Section 10(e)(ii), all rights of a Pledgor an Obligor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection above 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor an Obligor contrary to the provisions of paragraph (A) of this subsection Section shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such PledgorObligor, 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 Obligor Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Signal Medical Services), Credit Agreement (Jw Childs Equity Partners Ii Lp)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereofcontinuing, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed permitted under the Credit Agreement. (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (Aii)(A) of this subsection 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: Pledge Agreement (Amedisys Inc), Pledge Agreement (Amedisys Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection 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 (Rehabcare Group Inc), Pledge Agreement (Ptek Holdings Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default:Default and notice from the Collateral Agent to the applicable Pledgor that the Collateral Agent intends to exercise its rights pursuant to this paragraph (e): (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Armstrong World Industries Inc), Pledge Agreement (Armstrong World Industries Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section upon written notice to the Borrower 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Cluett Peabody & Co Inc /De), Pledge Agreement (Cluett Peabody & Co Inc /De)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default:Default and delivery by the Agent to the relevant Pledgor of its intent to exercise its rights under this Section 10(e)(ii): (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Apria Healthcare Group Inc), Credit Agreement (Apria Healthcare Group Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) i. So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabovewhich are required to be pledged hereunder) 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 continuance of an Event of Default: (A) A. all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) B. all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) A. of this subsection 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: Pledge Agreement (NOODLES & Co), Pledge Agreement (NOODLES & Co)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other non-cash dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (School Specialty Inc), Pledge Agreement (Accredo Health Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementLoan Documents. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Ruby Tuesday Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 promptly (and in any event within five (5) Business Days) paid over to the Administrative Collateral Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent Collateral Agent, subject to the terms of the Intercreditor Agreement, as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Abl Credit Agreement (Ardent Health Partners, LLC)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b3(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementDocuments. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection Section, upon written notice to the Borrower and such Pledgor (if other than the Borrower), 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 dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that which are received by a Pledgor contrary to the provisions of paragraph subsection (A) of this subsection 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 1 contract

Samples: Credit Agreement (Lincare Holdings Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral of such Pledgor which are addressed hereinabove) or interest paid in respect of the Pledged Collateral of such Pledgor to the extent they are allowed under the Credit AgreementNote. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 7(f) shall cease and all such rights shall thereupon be vested in the Administrative Agent, Lender which shall then thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that which are received by a such Pledgor contrary to the provisions of paragraph (A) of this subsection Section 7(f)(ii) shall be received in trust for the benefit of the Administrative AgentLender, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent Lender as Pledged Collateral in the exact form received, to be held by the Administrative Agent Lender as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Genicom Corp)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default:Default and notice from the Collateral Agent to the applicable Pledgor that the Collateral Agent intends to exercise its rights pursuant to this paragraph (e): (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; payments and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Kraton Polymers LLC)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementFinancing Documents. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (School Specialty Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereofcontinuing, each the Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a the Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon be vested in the Administrative Agent, Bank which shall then thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that which are received by a the Pledgor contrary to the provisions of paragraph (Ai) of this subsection Section shall be received in trust for the benefit of the Administrative AgentBank, shall be segregated from other property or funds of such the 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 Pledgor Obligations.

Appears in 1 contract

Samples: Pledge and Security Agreement (Gami Merger Co)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Loan Documents. Upon the occurrence and during the continuance of an Event of DefaultDefault and notice by the Administrative Agent to the applicable Pledgor: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Ruby Tuesday Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed permitted under the Credit Agreement. (ii) Upon the occurrence and during the continuance of an Event of Default:Default and delivery by the Administrative Agent to the applicable Pledgor of notice of its intent to exercise its rights under this Section 9(e): (A) all rights of a each Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a such Pledgor contrary to the provisions of paragraph (Aii)(A) of this subsection 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 promptly 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 (Kala Pharmaceuticals, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon be vested in the Administrative Agent, Agent which shall then thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Ivex Packaging Corp /De/)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b3(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Bank Credit AgreementDocuments. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection Section, upon written notice to the Borrower and such Pledgor (if other than the Borrower), 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 dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that which are received by a Pledgor contrary to the provisions of paragraph subsection (A) of this subsection 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: Credit Agreement (Lincare Holdings Inc)

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

Appears in 1 contract

Samples: Pledge Agreement (Hadron Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b3(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit AgreementFinancing Documents. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph subsection (i) of this subsection Section, upon written notice to the Borrower and such Pledgor (if other than the Borrower), shall cease and all such rights shall thereupon be vested in the Administrative Agent, Collateral Agent which shall then have the sole sole, right to receive and hold as Pledged Collateral such dividends dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that which are received by a Pledgor contrary to the provisions of paragraph subsection (A) of this subsection 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: Credit Agreement (Lincare Holdings Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Default or Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinaboveabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Acquisition Loan Agreement. (ii) Upon the occurrence and during the continuance of an a Default or Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section shall cease immediately without any notice to such Pledgor or action by or on behalf of Agent or any other Person and all such rights shall thereupon be vested solely and exclusively in the Administrative Agent, Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 1 contract

Samples: Stock Pledge Agreement (Infocrossing Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) 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 continuance of an Event of DefaultDefault and following delivery to such Pledgor by the Collateral Agent of its intent to exercise such rights: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection shall be received in trust for the benefit of the Administrative AgentCollateral Agent and the holders of the Secured Obligations, 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 (Directv Financing Co Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof), each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Bioreliance Corp)

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Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default:Default and notice from the Collateral Agent to the applicable Pledgor that the Collateral Agent intends to exercise its rights pursuant to this paragraph (e): (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; payments and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Kraton Performance Polymers, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed permitted under the Credit Agreement. (ii) Upon the occurrence and during the continuance of an Event of Default:, and delivery by the Administrative Agent to the applicable Pledgor of notice of its intent to exercise its rights under this Section 9(e): (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (Aii)(A) of this subsection 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 promptly 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 (Veracyte, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Default or Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinaboveabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Term Loan Agreement. (ii) Upon the occurrence and during the continuance of an a Default or Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section shall cease immediately without any notice to such Pledgor or action by or on behalf of Agent or any other Person and all such rights shall thereupon be vested solely and exclusively in the Administrative Agent, Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 1 contract

Samples: Stock Pledge Agreement (Infocrossing Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereofcontinuing, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed permitted under the Credit Agreement. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 promptly 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 (RedHill Biopharma Ltd.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) 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 continuance continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection 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 (Premiere Global Services, Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they such dividends or interest, as applicable, are allowed under the Credit Agreement. (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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: Credit Agreement (Extendicare Health Services Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection 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 (Cbeyond Communications Inc)

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

Appears in 1 contract

Samples: Pledge Agreement (Applied Analytical Industries Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereofcontinuing, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section, upon written notice to the Borrower and such Pledgor (if other than the Borrower), 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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: Credit Agreement (Vestar Sheridan Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 promptly (and in any event within five (5) Business Days) paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent Agent, subject to the terms of the Intercreditor Agreement, as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Ardent Health Partners, LLC)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each the Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Revolving Credit Agreement and the Term Loan Agreement. (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault pursuant to which the Administrative Agent or the Required Lenders have decided to exercise any rights or remedies granted thereto in the Revolving Credit Agreement or the Term Loan Agreement: (A) all rights of a the Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Mynd Corp)

Dividend Rights in Respect of the Pledged Collateral. (i) So long Except as no Event of Default shall have occurred and be continuing set forth in Section 9(e)(ii) below and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends distributions constituting Pledged Collateral addressed hereinaboveCollateral) 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 continuance of an Event of Default:Default and delivery by the Administrative Agent to the applicable Pledgor of notice of its intent to exercise its rights under this Section 9(e): (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Fleetcor Technologies Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereofcontinuing, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section, upon written notice to such Pledgor, 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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: Credit Agreement (Vestar Sheridan Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof), each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) 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 continuance continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection shall be received in trust for the benefit of the Administrative AgentCollateral Agent and the holders of the Secured Obligations, 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 (Pike Electric CORP)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Domestic Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Domestic Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Domestic Administrative Agent as Pledged Collateral in the exact form received, to be held by the Domestic Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Ems Technologies Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) at the election of the Collateral Agent, all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Rehabcare Group Inc)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 Collateral, at the instruction of the Administrative Agent, such dividends and interest payments; and (B) all dividends and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 Collateral Agent at the direction of the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Pledgor Obligations.

Appears in 1 contract

Samples: Credit Agreement (Delta Woodside Industries Inc /Sc/)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Loral Space & Communications LTD)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinaboveherein) or interest paid solely in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. (ii) Upon After the occurrence and during the continuance continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph clause (i) of this subsection 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 and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph clause (A) of this subsection shall be received in trust for the benefit of the Administrative AgentCollateral Agent and the holders of the Secured Obligations, 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.; provided that such Pledgor shall not be required to pay over any dividends or interest payments with respect to the Company and its Subsidiaries to the Collateral Agent pursuant to this clause (ii)(B) of this subsection to the extent such Pledgor is required to pay over such dividends or interest payments to the Convertible Notes Agent pursuant to the documentation governing the Convertible Notes.

Appears in 1 contract

Samples: Credit Agreement (Sealy Mattress Co of Illinois)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends and other dividends constituting Pledged Collateral which are addressed 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 continuance continuation of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section 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 dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that which are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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 (Sleepmaster LLC)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereofcontinuing, each the Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a the Pledgor to receive the dividends and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon be vested in the Administrative Agent, Agent which shall then thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that which are received by a the Pledgor contrary to the provisions of paragraph subparagraph (A) of this subsection Section 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 Pledgor Obligations.

Appears in 1 contract

Samples: Stock Pledge Agreement (Farley William)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject Subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement until (A) such time as an Event of Default shall have occurred and be continuing and (B) the Administrative Agent has accelerated payment of the Loans pursuant to the Credit Agreement. (ii) Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing and the Administrative Agent has accelerated payment of the Loans as contemplated in subparagraph (f)(i) above: (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease during the existence of such Event of Default and all such rights shall thereupon be vested in the Administrative Agent, which shall then during the continuance of such Event of Default have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection 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: Domestic Pledge Agreement (GFI Group Inc.)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each the Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed 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 continuance of an Event of Default: (A) all rights of a the Pledgor to receive the dividends dividends, distributions and interest payments that which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection 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 dividends, distributions and interest payments; and (B) all dividends dividends, distributions and interest payments that which are received by a the Pledgor contrary to the provisions of paragraph (A) of this subsection 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 Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Loral Space & Communications LTD)

Dividend Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) 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 continuance of an Event of Default: (A) all rights of a Pledgor to receive the dividends dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Canadian Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends dividends, distributions and interest payments; and (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Canadian Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Canadian Administrative Agent as Pledged Collateral in the exact form received, to be held by the Canadian Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Appears in 1 contract

Samples: Pledge Agreement (Ems Technologies Inc)

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