Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank over such Investment Related Property (including, without limitation, delivery thereof to the Bank) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] or other property in trust for the benefit of the Bank and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Greektown Newco Sub, Inc.), Pledge and Security Agreement (Greektown Superholdings, Inc.)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent to the extent otherwise required pursuant to this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingContinuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 2 contracts
Samples: Pledge and Security Agreement (Ocwen Financial Corp), Pledge and Security Agreement (Ocwen Financial Corp)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the Intercreditor Agreement or the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all reasonable steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 2 contracts
Samples: Second Lien Pledge and Security Agreement, Second Lien Pledge and Security Agreement (RadNet, Inc.)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no First Lien Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in permitted by the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.First Lien Documents;
Appears in 2 contracts
Samples: First Lien Pledge and Security Agreement (Alion Science & Technology Corp), First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all reasonable steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 2 contracts
Samples: Pledge and Security Agreement (RadNet, Inc.), Pledge and Security Agreement (RadNet, Inc.)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, subject to the Junior Priority Intercreditor Agreement, delivery thereof to the BankCollateral Trustee to the extent otherwise required pursuant to this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingContinuing, the Bank Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 2 contracts
Samples: Indenture (Ocwen Financial Corp), Second Lien Notes Pledge and Security Agreement (Ocwen Financial Corp)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each such Grantor to retain all ordinary cash dividends dividends, securities, distributions and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and other property consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 2 contracts
Samples: Second Lien Pledge and Security Agreement (American Casino & Entertainment Properties LLC), First Lien Pledge and Security Agreement (American Casino & Entertainment Properties LLC)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on account of any Pledged Equity Interest or other Investment Related PropertyProperty constituting Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of any such Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Administrative Agent over such Investment Related Property (including, without limitation, including delivery thereof to the BankAdministrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any non-Cash dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly take all steps, if any, necessary or advisable reasonably requested by the Collateral Agent, to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long tong as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Bright Horizons Family Solutions Inc.)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Pledged Equity Interest or other Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.;
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. Subject to the terms of Section 3.3:
(a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or other Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, including delivery thereof to the BankCollateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Enforcement Event of Default shall have occurred and be continuing, the Bank Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related PropertyProperty (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor), then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, that are necessary or or, in the Collateral Agent’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the Collateral Agent has not given notice to the applicable Grantor to the contrary, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of principal and interest.;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Bz Intermediate Holdings LLC)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank over such Investment Related Property (including, without limitation, delivery thereof to the Bank) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] or other property in trust for the benefit of the Bank and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Parity Lien Debt Default shall have occurred and be continuing, the Bank authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.
Appears in 1 contract
Samples: Credit Agreement
Pledged Equity Interests, Investment Related Property. To the extent Investment Related Property is included in such Grantor’s Collateral:
(a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Trustee to the extent otherwise required pursuant to this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingContinuing, the Bank Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related PropertyProperty that constitutes Collateral hereunder, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related PropertyProperty that constitutes Collateral hereunder, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly take all steps, if any, that are necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property that constitutes Collateral from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Secured Debt Default shall have occurred and be continuing, the Bank authorizes each Grantor to may retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of principal and interest.
Appears in 1 contract
Samples: Blanket Lien Pledge and Security Agreement (Conexant Systems Inc)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, Property upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Safeguard Scientifics Inc)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly take all steps, if any, necessary or advisable required by this Agreement to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no prior to receipt of a notice from the Collateral Agent of its intent to exercise its remedies hereunder delivered at any time during the continuance of an Event of Default shall have occurred and be continuingDefault, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions and payments of interest paid not in the normal course violation of the business of Credit Agreement, except that the issuer of applicable Grantor shall deliver any applicable Investment Related Property certificates and consistent instruments representing any such dividends to the Collateral Agent in accordance with the past practice terms of such issuer and all scheduled payments of interestthis Agreement.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Foresight Energy LP)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any non-Cash dividends, interest or distributions on any Pledged Equity Interest or other Investment Related PropertyProperty included in the Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of any such Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly (and in any event within 60 days) take all steps, if any, necessary or advisable reasonably requested by the Administrative Agent to ensure the validity, perfection, priority and, if applicable, control of the Bank Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankAdministrative Agent) and pending any such action such Grantor shall be deemed (subject to the terms of the Credit Agreement) to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAdministrative Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interestinterest in respect of such Pledged Equity Interests and other Investment Related Property.
Appears in 1 contract
Samples: Pledge and Security Agreement (IMS Health Holdings, Inc.)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, perfection and priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Bank) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Valeant Pharmaceuticals International)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on account of any Pledged Equity Interest or other Investment Related PropertyProperty constituting Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of any such Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each such Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Ocwen Financial Corp)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all necessary steps, if any, necessary or advisable specified in writing by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in permitted by the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.Credit Agreement;
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. Subject to the terms of the Intercreditor Agreement:
(a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or other Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, including delivery thereof to the BankCollateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Pari Passu Lien Debt Default shall have occurred and be continuing, the Bank Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Sunedison, Inc.)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) as and to the extent required under this Agreement and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (AbitibiBowater Inc.)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) as and to the extent required under this Agreement and pending any such action such Grantor shall shall. be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (AbitibiBowater Inc.)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related PropertyProperty included in the Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of any such Pledged Equity Interest or other Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) subject to Section 6.4(b), such Grantor shall promptly take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Administrative Agent over such Investment Related Property (including, without limitation, including delivery thereof to the BankAdministrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority of the Notes Collateral Trustee’s Liens granted hereby (and, if applicable, control of the Bank Notes Collateral Trustee) over such Investment Related Property subject to the Intercreditor Agreement (including, without limitation, delivery thereof to the BankNotes Collateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Notes Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Notes Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Signature Group Holdings, Inc.)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each such Grantor to retain all ordinary cash dividends dividends, securities, distributions and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and other property consistent with the past practice of such the issuer and all scheduled payments of interest.; and
Appears in 1 contract
Samples: Pledge and Security Agreement (American Casino & Entertainment Properties LLC)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Second Lien Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in permitted by the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.Second Lien Documents;
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Alion Science & Technology Corp)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such the Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Invest- ment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such the Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent to the extent otherwise required pursuant to this Agreement and subject to the terms of the Junior Priority Intercreditor Agreement) and pending any such action such the Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collat- eral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such the Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingContinuing, the Bank Collateral Agent authorizes each the Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Second Lien Notes Pledge and Security Agreement (Ocwen Financial Corp)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related PropertyProperty (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor), then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, that are necessary or or, in the Collateral Agent’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the Collateral Agent has not given notice to the applicable Grantor to the contrary, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of principal and interest.;
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Trustee to the extent otherwise required pursuant to this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingContinuing, the Bank Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: First Lien Notes Pledge and Security Agreement (Ocwen Financial Corp)
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest that constitutes Collateral or other Investment Related Property, Property that constitutes Collateral upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest that constitutes Collateral or Investment Related PropertyProperty that constitutes Collateral, then (ia) such dividends, interest or distributions and any interest, distributions, Securities (other than Excluded Securities) or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankAdministrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Administrative Agent authorizes each Grantor to retain (x) all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and (y) all scheduled payments of interest.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, including, without limitation, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related PropertyProperty or otherwise, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of the Collateral without further action and (iib) except as expressly provided otherwise in this Agreement, such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankAdministrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank authorizes each Grantor shall be entitled to receive and retain any and all ordinary cash dividends dividends, interest and other distributions paid on, or distributed in respect of, the Pledged Equity Interests (other than any such dividends, interest and distributions paid in the normal course form of the business of the issuer of any applicable Investment Related Property) and other Investment Related Property to the extent such dividends, interest and consistent with other distributions are permitted under the past practice of such issuer and all scheduled payments of interestLoan Documents.
Appears in 1 contract
Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (ii) subject to the other provisions of this Agreement, such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.
Appears in 1 contract
Samples: Security Agreement (Five Below, Inc)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Bank Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Bank Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such the issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Pledge and Security Agreement (BrightSource Energy Inc)
Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest or distributions and any Securities (other than Excluded Securities) securities or other property shall be included in the definition of Collateral without further action and (iib) such Grantor shall promptly immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Bank Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the BankCollateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, Securities [(other than Excluded Securities)] securities or other property in trust for the benefit of the Bank Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Parity Lien Default shall have occurred and be continuing, the Bank Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of such issuer and all scheduled payments of interest.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Goodman Networks Inc)