Special Provisions Relating to Equity Collateral. (1) The Obligors will cause the Equity Collateral to constitute at all times not less than the ownership percentage of each Issuer that such Equity Collateral constitutes on the date hereof. (2) So long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein, PROVIDED that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds in respect of the Equity Collateral. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any holder of a Secured Obligation exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.
Appears in 1 contract
Special Provisions Relating to Equity Collateral. (1i) The Obligors will Borrower shall cause the Equity Collateral to constitute at all times not less than 100% of the total number of shares, partnership, membership or other ownership percentage interests of each Issuer that such Equity Collateral constitutes on Project Company then outstanding and owned by the date hereofBorrower.
(2ii) So long as no Event of Default has occurred and is continuing and the Collateral Agent shall have occurred given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be continuingrequired to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, and unless which in the Administrative Agent case of an involuntary proceeding has provided the Obligors with written notice not been dismissed within sixty (60) days of its election to exercise such voting rights while an Event of Default is continuingfiling), the Obligors Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the any Loan Agreement Document or other document pursuant to which any other instrument or agreement referred to hereinSecured Obligations is incurred; provided, PROVIDED however, that the Obligors jointly and severally agree that they will Borrower shall not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreementany Loan Document or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent shall, at the Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall Borrower’s expense, execute and deliver to the Obligors Borrower or cause to be executed and delivered to the Obligors Borrower all such proxies, powers of attorney, dividend and other orders, orders and all such other instruments, without recourse, as the Obligors Borrower may reasonably request for the purpose of enabling the Obligors Borrower to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 5.04(a)(24.6(d).
(3iii) Unless If an Event of Default has occurred and until is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights.
(iv) So long as no Event of Default has occurred and is continuing, the Obligors Borrower shall be entitled to receive and retain any dividends, and all dividends and distributions or proceeds in respect of on the Equity Collateral, received in accordance with the Loan Documents.
(4v) If any Event of Default shall have occurred, then so long as such Event of Default shall continuehas occurred and is continuing, and whether or not the Administrative Collateral Agent or any holder of a Secured Obligation Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under law, this Agreement, the Loan Agreement or any other agreement relating Loan Document or any other document pursuant to such which any other Secured ObligationObligation is incurred, as applicable, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Collateral Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Collateral Agent shall so request in writingrequests, the Obligors jointly and severally agree to Borrower shall execute and deliver to the Administrative Collateral Agent appropriate additional dividend, distribution and other orders and documents instruments to that end.
(vi) The Borrower, PROVIDED that if as the sole member of each Project Company and as the owner of all of the issued and outstanding membership interests of such Event Project Company, hereby irrevocably consents (for all purposes under the limited liability company agreement of Default is cured, any such dividend or distribution theretofore paid Project Company and notwithstanding anything to the Administrative Agent shall, upon request contrary set forth in such limited liability company agreement) to the transfer of the Obligors (except Equity Collateral to the extent theretofore applied to the Secured Obligations), be returned any Person upon exercise by the Administrative Collateral Agent to the Obligorsof its remedies hereunder.
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Special Provisions Relating to Equity Collateral. (1) The Obligors will cause the Equity Collateral to constitute at all times not less than the ownership percentage of each Issuer that such Equity Collateral constitutes on the date hereof.
(2a) So long as no Termination Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein, PROVIDED ; provided that the Obligors jointly and severally agree Pledgor agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall Pledgee shall, at the Pledgor's expense, execute and deliver to the Obligors Pledgor or cause to be executed and delivered to the Obligors Pledgor all such proxies, powers of attorney, dividend or distribution and other orders, orders and all such other instruments, without recourse, as the Obligors Pledgor may reasonably request for the purpose of enabling the Obligors Pledgor to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 5.04(a)(22.05(a).
(3b) Unless and until an So long as no Termination Event of Default has shall have occurred and is be continuing, the Obligors Pledgor shall be entitled to receive and retain any dividends, dividends or other distributions or proceeds in respect of on the Equity Collateral.
(4c) If any Termination Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Agent or any holder of a Secured Obligation Pledgee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Agreement, the Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account Pledgee as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent Pledgee shall so request in writingrequest, the Obligors jointly and severally agree Pledgor agrees to execute and deliver to the Administrative Agent Pledgee appropriate additional dividend, distribution and other orders and documents instruments to that end, PROVIDED ; provided that if such Termination Event of Default is curedcured or rescinded, any such dividend or distribution theretofore paid to the Administrative Agent Pledgee prior to such cure shall, upon request of the Obligors Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent Pledgee to the ObligorsPledgor.
Appears in 1 contract
Samples: Pledge Agreement (BGLS Inc)
Special Provisions Relating to Equity Collateral. (1) The Obligors will cause the Equity Collateral to constitute at all times not less than the ownership percentage of each Issuer that such Equity Collateral constitutes on the date hereof.
(2) So long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein, PROVIDED provided that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2).
(3) Unless and until an Event of Default has occurred and is continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds in respect of the Equity Collateral.
(4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any holder of a Secured Obligation Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.
Appears in 1 contract
Special Provisions Relating to Equity Collateral. (1a) The Obligors Securing Parties will cause the Equity Collateral to constitute at all times not less than 100% of the ownership percentage total number of shares of each Issuer that such Equity Collateral constitutes on class of capital stock, or other ownership interests, of each Subsidiary of the date hereofBorrowers then outstanding.
(2b) So long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors Securing Parties shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Credit Agreement or any other instrument or agreement referred to hereinherein or therein, PROVIDED provided that the Obligors Securing Parties jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors Securing Parties or cause to be executed and delivered to the Obligors Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors Securing Parties may reasonably request for the purpose of enabling the Obligors Securing Parties to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(25.04(b).
(3c) Unless and until an Event of Default has occurred and is continuing, the Obligors Securing Parties shall be entitled to receive and retain any dividends, distributions or proceeds payments in respect of the Equity CollateralCollateral permitted under the Credit Agreement.
(4d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any holder of a Secured Obligation Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Credit Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree each Securing Party agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors Securing Parties (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the ObligorsSecuring Parties.
Appears in 1 contract
Special Provisions Relating to Equity Collateral. (1) The Obligors will cause the Equity Collateral to constitute at all times not less than the ownership percentage of each Issuer that such Equity Collateral constitutes on the date hereof.
(2a) So long as no Termination Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein, ; PROVIDED that the Obligors jointly and severally agree Pledgor agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement; and the Administrative Collateral Agent shall shall, at the Pledgor's expense, execute and deliver to the Obligors Pledgor or cause to be executed and delivered to the Obligors Pledgor all such proxies, powers of attorney, dividend or distribution and other orders, orders and all such other instruments, without recourse, as the Obligors Pledgor may reasonably request for the purpose of enabling the Obligors Pledgor to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 5.04(a)(22.05(a).
(3b) Unless and until an So long as no Termination Event of Default has shall have occurred and is be continuing, the Obligors Pledgor shall be entitled to receive and retain any dividends, dividends or other distributions or proceeds in respect of on the Equity Collateral.
(4c) If any Termination Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Collateral Agent or any holder of a Secured Obligation exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Agreement, the Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Collateral Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Collateral Agent shall so request in writingrequest, Amended and Restated Pledge Agreement the Obligors jointly and severally agree Pledgor agrees to execute and deliver to the Administrative Collateral Agent appropriate additional dividend, distribution and other orders and documents instruments to that end, PROVIDED ; provided that if such Termination Event of Default is curedcured or rescinded, any such dividend or distribution theretofore paid to the Administrative Collateral Agent prior to such cure shall, upon request of the Obligors Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Collateral Agent to the ObligorsPledgor.
Appears in 1 contract
Samples: Pledge Agreement (BGLS Inc)
Special Provisions Relating to Equity Collateral. (1) The Obligors will cause the Equity Collateral to constitute at all times not less than the ownership percentage of each Issuer that such Equity Collateral constitutes on the date hereof.
(2a) So long as no Termination Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to herein, PROVIDED ; provided that the Obligors jointly and severally agree Pledgor agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall Pledgee shall, at the Pledgor's expense, execute and deliver to the Obligors Pledgor or cause to be executed and delivered to the Obligors Pledgor all such proxies, powers of attorney, dividend or distribution and other orders, orders and all such other instruments, without recourse, as the Obligors Pledgor may reasonably request for the purpose of enabling the Obligors Pledgor to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 5.04(a)(22.05(a).
(3b) Unless and until an So long as no Termination Event of Default has shall have occurred and is be continuing, the Obligors Pledgor shall be entitled to receive and retain any dividends, dividends or other distributions or proceeds in respect of on the Equity Collateral.
(4c) If any Termination Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Agent or any holder of a Secured Obligation Pledgee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Agreement, the Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account Pledgee as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent Pledgee shall so request in writingrequest, the Obligors jointly and severally agree Pledgor agrees to execute and deliver to the Administrative Agent Pledgee appropriate additional dividend, distribution and other orders and documents instruments to that end, PROVIDED ; provided that if such Termination Event of Default is curedcured or rescinded, any such dividend or distribution theretofore paid to the Administrative Agent Pledgee prior to such cure shall, upon request of the Obligors Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent Pledgee to the Obligors.Pledgor. Artemis Pledge Agreement
Appears in 1 contract
Samples: Pledge Agreement (BGLS Inc)
Special Provisions Relating to Equity Collateral. (1a) The Obligors Pledgor will cause the Equity Collateral consisting of shares of stock in any corporate Issuer to constitute at all times not less than 100% of the ownership percentage total number of shares of each class of capital stock of such Issuer that such Equity Collateral constitutes on the date hereofthen outstanding.
(2b) So long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement Credit Agreement, the Notes or any other instrument or agreement referred to hereinherein or therein, PROVIDED provided that the Obligors jointly and severally agree Pledgor agrees that they it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors Pledgors or cause to be executed and delivered to the Obligors Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors Pledgors may reasonably request for the purpose of enabling the Obligors Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(24.04(b).
(3c) Unless and until an Event of Default has occurred and is continuing, the Obligors Pledgor shall be entitled to receive and retain any dividends, dividends and distributions or proceeds in respect of on the Equity CollateralCollateral paid in cash out of earned surplus.
(4d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any holder of a Secured Obligation Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Agreement Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree Pledgor agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.Pledgor. Pledge Agreement
Appears in 1 contract
Special Provisions Relating to Equity Collateral. (1i) The Obligors will cause the Equity Collateral to constitute at all times not less than 100% of the ownership percentage total number of shares of each class of capital stock of each Issuer that such Equity Collateral constitutes on then outstanding owned by the date hereofObligors.
(2ii) So long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement Documents or any other instrument or agreement referred to hereinherein or therein, PROVIDED provided that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement Documents or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that which they are entitled to exercise pursuant to this Section 5.04(a)(25.04(a)(ii).
(3iii) Unless and until an Event of Default has shall have occurred and is be continuing, or the principal of and interest on the Loans, and all other amounts outstanding under the Credit Agreement shall have been declared (or become) due and payable, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds in respect of on the Equity CollateralCollateral paid in cash out of earned surplus.
(4iv) If any Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Agent or any holder of a Secured Obligation exercises Lenders exercise any available right to declare any Secured Obligation Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the Loan Agreement Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.
Appears in 1 contract
Special Provisions Relating to Equity Collateral. (1a) The Obligors will cause For the Equity Collateral to constitute at all times not less than the ownership percentage avoidance of each Issuer that such Equity Collateral constitutes on the date hereof.
(2) So doubt, so long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Credit Agreement or any other instrument or agreement referred executed and delivered to hereinthe Administrative Agent in connection therewith, PROVIDED provided that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2).
(3b) Unless For the avoidance of doubt, unless and until an Event of Default has occurred and is continuing, the Obligors shall be entitled to receive and retain any dividends, dividends and/or other distributions of income or proceeds in respect of profit on the Equity CollateralCollateral paid in cash.
(4c) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any holder of a Secured Obligation Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Credit Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED provided that if such Event of Default is curedcured and all Obligations then due and owing have been paid in full, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.
Appears in 1 contract
Special Provisions Relating to Equity Collateral. (1a) The Except with respect to a Limited Pledge Entity, the Obligors will cause the Equity Collateral to constitute at all times 100% of in the case of the Pledged Stock and Pledged Partnership Interests, the total number of shares of each class of capital stock or units, as the case may be, of each applicable Issuer then outstanding. With respect to any Issuer that is a Limited Pledge Entity, the Obligors will cause the Equity Collateral to constitute at all times not less than 65% of the ownership percentage total number of voting shares of each class of capital stock or units or other ownership interests of such Issuer that such Equity Collateral constitutes on the date hereofthen outstanding.
(2b) So For the avoidance of doubt, so long as no Event of Default shall have occurred and be continuing, and unless the Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Credit Agreement or any other instrument or agreement referred executed and delivered to hereinthe Administrative Agent in connection therewith, PROVIDED provided that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(2).
(3c) Unless For the avoidance of doubt, unless and until an Event of Default has occurred and is continuing, the Obligors shall be entitled to receive and retain any dividends, dividends and/or other distributions of income or proceeds in respect of profit on the Equity CollateralCollateral paid in cash.
(4d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any holder of a Secured Obligation Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Loan Credit Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, PROVIDED provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.
Appears in 1 contract
