Common use of Rights Prior to Default Clause in Contracts

Rights Prior to Default. Other than during the existence of an Event of Default, (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms of the Loan Documents. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor shall be entitled to receive and retain any and all dividends and other payments paid in respect of the Collateral, provided, however, that any and all (a) dividends or other payments paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paid, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, shall forthwith be delivered to the Agent to hold as Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Agent as Collateral in the same form as so received (with any Necessary Endorsement). (iii) The Agent shall execute and deliver to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.

Appears in 2 contracts

Samples: Stock Pledge Agreement (Lenfest Communications Inc), Credit Agreement (Susquehanna Media Co)

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Rights Prior to Default. Other than during the existence of an Event of Default,: (ia) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of the Loan Transaction Documents. (iib) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral provisions set forth in the Loan Securities Purchase Agreements and the other Transaction Documents, each Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and other payments paid in respect of the Collateral, provided, however, that any and all: (ai) dividends or other payments paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,; (bii) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, ; and (ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or exchange for, any Collateral Collateral, except in a transaction as specifically permitted by the Credit AgreementSecurities Purchase Agreements, shall forthwith be delivered to the Agent to hold as Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the AgentAgent on behalf of the Purchasers, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Collateral in the same form as so received (with any Necessary Endorsement). (iii) . The Agent shall execute and deliver to the Pledgor Pledgors all such proxies and other instruments as the Pledgor Pledgors may reasonably request for the purpose of enabling the Pledgor Pledgors to exercise the voting and other rights which it is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is they are authorized to receive and retain pursuant to paragraph (ii) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nestor Inc)

Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 9.01(f) of the Credit Agreements, shall have occurred and be continuing: (i) Pledgor Until the Collateral Agent shall have notified the Grantor in writing to the contrary, the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or either of the Loan DocumentsCredit Agreements; provided, however, that the Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor The Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the Collateral, provided, however, that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Collateral Agent to hold as as, Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgorthe Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary indorsement or assignment). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Grantor all such proxies and other instruments as the Pledgor Grantor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Pledge and Security Agreement (Consumers Energy Co)

Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 9.01(f) of the Credit Agreements, shall have occurred and be continuing: (i) Pledgor Until the Collateral Agent shall have notified each Grantor in writing to the contrary, such Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral owned by such Grantor or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or either of the Loan DocumentsCredit Agreements; provided, however, that each Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor Each Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the CollateralCollateral owned by such Grantor, provided, however, that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any such Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Collateral Agent to hold as as, Collateral and shall, if received by Pledgorsuch Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgorsuch Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary indorsement or assignment). (iii) The Collateral Agent shall execute and deliver (or cause to the Pledgor be executed and delivered) to each Grantor all such proxies and other instruments as the Pledgor such Grantor may reasonably request for the purpose of enabling the Pledgor such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Pledge and Security Agreement (Consumers Energy Co)

Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 9.01(f) of the Credit Agreement, shall have occurred and be continuing: (i) Pledgor Until the Collateral Agent shall have notified the Grantor in writing to the contrary, the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Loan DocumentsCredit Agreement, provided, however, that the Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor The Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the Collateral, ; provided, however, that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Collateral Agent to hold as as, Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgorthe Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary endorsement or assignment). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Grantor all such proxies and other instruments as the Pledgor Grantor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Pledge and Security Agreement (Consumers Energy Co)

Rights Prior to Default. Other than during the existence of an Event of Default,: (ia) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of the Loan Transaction Documents. (iib) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral provisions set forth in the Loan Securities Purchase Agreement and the other Transaction Documents, each Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and other payments paid in respect of the Collateral, provided, however, that any and all: (ai) dividends or other payments paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,; (bii) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, ; and (ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or exchange for, any Collateral Collateral, except in a transaction as specifically permitted by the Credit Securities Purchase Agreement, shall forthwith be delivered to the Agent to hold as Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the AgentAgent on behalf of the Purchasers, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Collateral in the same form as so received (with any Necessary Endorsement). (iii) . The Agent shall execute and deliver to the Pledgor Pledgors all such proxies and other instruments as the Pledgor Pledgors may reasonably request for the purpose of enabling the Pledgor Pledgors to exercise the voting and other rights which it is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is they are authorized to receive and retain pursuant to paragraph (ii) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nestor Inc)

Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 9.1(e) of the Credit Agreement, shall have occurred and be continuing: (i) Pledgor Until the Administrative Agent shall have notified the Grantor in writing to the contrary, the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Loan DocumentsCredit Agreement, provided, however, that the Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor The Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the Collateral, ; provided, however, that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Administrative Agent to hold as as, Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of Pledgorthe Grantor, and be forthwith delivered to the Administrative Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary endorsement or assignment). (iii) The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Grantor all such proxies and other instruments as the Pledgor Grantor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Pledge and Security Agreement (CMS Energy Corp)

Rights Prior to Default. Other than during the existence of an Event of Default, (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms of the Loan Documents. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, each Pledgor shall be entitled to receive and retain any and all dividends and other payments paid in respect of the Collateral, provided, however, that any and all (a) dividends or other payments paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) except as otherwise provided in the Credit Agreement, cash paid, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit AgreementCollateral, shall forthwith be delivered to the Agent to hold as Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Collateral in the same form as so received (with any Necessary Endorsement). (iii) The Agent shall execute and deliver to the each Pledgor all such proxies and other instruments as the such Pledgor may reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.

Appears in 1 contract

Samples: Credit Agreement (Susquehanna Media Co)

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Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 8.01(f) of the Credit Agreement, shall have occurred and be continuing: (i) Pledgor Until the Collateral Agent shall have notified the Grantor in writing to the contrary, the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Loan DocumentsCredit Agreement; provided, however, that the Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor The Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the Collateral, provided, howeverhowever , that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Collateral Agent to hold as as, Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgorthe Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary endorsement or assignment). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Grantor all such proxies and other instruments as the Pledgor Grantor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Pledge and Security Agreement (CMS Energy Corp)

Rights Prior to Default. Other than during Prior to the existence occurrence of an Event of Default,: (i) Pledgor Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of the Loan Senior Credit Documents.; (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Senior Credit Documents, Pledgor each Grantor shall be entitled to receive and retain any and all dividends and other payments paid in respect of the Collateral, provided, however, that any and all (a) dividends or other payments paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) except as provided in clauses (d) and (e) of Section 7.10 of the Credit Agreement cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or exchange for, any Collateral except in a transaction permitted by the Credit AgreementCollateral, shall be forthwith be delivered to the Collateral Agent to hold as Collateral and shall, if received by Pledgora Grantor, be received in trust for the benefit of the AgentCollateral Agent on behalf of the Secured Parties, be segregated from the other property or funds of Pledgorsuch Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsement).; and (iii) The Collateral Agent shall execute and deliver to the Pledgor each Grantor all such proxies and other instruments as the Pledgor such Grantor may reasonably request for the purpose of enabling the Pledgor such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.

Appears in 1 contract

Samples: Credit Agreement (Genesis Health Ventures Inc /Pa)

Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 9.01(f) of the Credit Agreement, shall have occurred and be continuing: (i) Pledgor Until the Collateral Agent shall have notified the Grantor in writing to the contrary, the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Loan DocumentsCredit Agreement, provided, however, that the Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor The Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the Collateral, ; provided, however, that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Collateral Agent to hold as as. Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgorthe Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary endorsement or assignment). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Grantor all such proxies and other instruments as the Pledgor Grantor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Credit Agreement (CMS Energy Corp)

Rights Prior to Default. Other than during the existence of an Event of Default,: (ia) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms of the Loan Transaction Documents. (iib) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral provisions set forth in the Loan Securities Purchase Agreement and the other Transaction Documents, each Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and other payments paid in respect of the Collateral, provided, however, that any and all: (ai) dividends or other payments paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,; (bii) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, paid‑in‑surplus; and (ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or exchange for, any Collateral Collateral, except in a transaction as specifically permitted by the Credit Securities Purchase Agreement, shall forthwith be delivered to the Agent to hold as Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the AgentAgent on behalf of the Purchasers, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Collateral in the same form as so received (with any Necessary Endorsement). (iii) . The Agent shall execute and deliver to the Pledgor Pledgors all such proxies and other instruments as the Pledgor Pledgors may reasonably request for the purpose of enabling the Pledgor Pledgors to exercise the voting and other rights which it is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is they are authorized to receive and retain pursuant to paragraph (ii) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Security Devices International Inc.)

Rights Prior to Default. Other than during the existence of an So long as no Event of Default,, and no Default under Section 9.01(f) of the Credit Agreement, shall have occurred and be continuing: (i) Pledgor Until the Collateral Agent shall have notified each Grantor in writing to the contrary, such Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities Collateral owned by such Grantor or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Loan DocumentsCredit Agreement; provided, however, that each Grantor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral. (ii) Subject to and limited by the restrictions on dividends and other payments in respect of the Collateral set forth in the Loan Documents, Pledgor Each Grantor shall be entitled to receive and retain any and all dividends and other payments interest paid in respect of the CollateralCollateral owned by such Grantor, provided, however, that any and all all (a) dividends or other payments and interest paid or payable other than in cash in respect of, and securities, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Collateral, , and (b) dividends dividends, interest and other distributions paid or payable in cash in respect of any such Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (c) cash paidshall be, payable or otherwise distributed in redemption of or exchange for, any Collateral except in a transaction permitted by the Credit Agreement, and shall be forthwith be delivered to the Collateral Agent to hold as as, Collateral and shall, if received by Pledgorsuch Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgorsuch Grantor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any Necessary Endorsementnecessary indorsement or assignment). (iii) The Collateral Agent shall execute and deliver (or cause to the Pledgor be executed and delivered) to each Grantor all such proxies and other instruments as the Pledgor such Grantor may reasonably request for the purpose of enabling the Pledgor such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above ), above, and to receive the dividends or and interest payments which it is authorized to receive and retain pursuant to paragraph (ii) ), above.

Appears in 1 contract

Samples: Pledge and Security Agreement (Consumers Energy Co)

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