Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 4 contracts
Samples: Assumption Agreement (Veritiv Corp), Assumption and Supplemental Agreement (Veritiv Corp), Guarantee and Collateral Agreement (Veritiv Corp)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, or the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Unistrut International Holdings, LLC), Guarantee and Collateral Agreement (Unistrut International Holdings, LLC), Intercreditor Agreement (Atkore International Group Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (PharMEDium Healthcare Holdings, Inc.), Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Note Collateral Agent (who will hold the same on behalf of the Secured Parties), the ) or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Equity Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by Company in accordance with the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Equity Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Note Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Intercreditor Agreement (Hertz Global Holdings Inc), Collateral Agreement (Herc Holdings Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, or the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Emergency Medical Services CORP), Guarantee and Collateral Agreement (Emergency Medical Services CORP)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.), Guarantee and Collateral Agreement (PharMEDium Healthcare Holdings, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, Agent or the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, Agent or the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, Obligations in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (RSC Holdings Inc.), Guarantee and Collateral Agreement (RSC Holdings Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL benefit of the Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of Holdings in accordance with the Parent Borrower not prohibited by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the benefit of the Secured Parties, segregated from other funds of such U.S. Pledgor, Parties as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Term Loan Guarantee and Collateral Agreement (Univar Solutions Inc.), Assumption Agreement (Univar Inc.)
Additional Shares. If such U.S. the Pledgor shall, as a result of its ownership of its the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuerthe Parent Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. the Pledgor shall accept the same as the agent of for the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. the Pledgor to the ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. Grantorthe Pledgor, to be held by the ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement)Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer the Parent Borrower (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer the Parent Borrower or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. the Pledgor, such U.S. the Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. the Pledgor, as additional collateral security for the Obligations. The Pledgor shall notify the Collateral Agent promptly in writing of the occurrence of any of the events described in this subsection 5.1.1 with respect to the Pledged Stock.
Appears in 2 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Holding Pledge Agreement (Hd Supply, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Guarantee and Collateral Agreement (Hd Supply, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Note Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Equity Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited Company permitted by the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Equity Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Note Collateral Agent, be delivered to the ABL Note Collateral Agent, or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Collateral Agreement (Hd Supply, Inc.), Collateral Agreement (Hd Supply, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, . subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Emergency Medical Services CORP), Guarantee and Collateral Agreement (Emergency Medical Services CORP)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable ABL Collateral Representative Agent or any Additional Agent as applicable, in accordance with the Intercreditor Agreement to be held hereunder by the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable ABL Collateral Representative Agent or any Additional Agent as applicable, in accordance with the Intercreditor Agreement, to be held hereunder by the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Guarantee and Collateral Agreement (Nci Building Systems Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the U.S. ABL Collateral Agent and the other Secured Parties, hold the same in trust for the U.S. ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the U.S. ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any Except in the case of ULC Shares, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the U.S. ABL Collateral Agent, be delivered to the U.S. ABL Collateral Agent, or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Guarantee and Collateral Agreement (Hd Supply, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the First Lien Collateral Agent, the ABL Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding the voting Capital Stock (within the meaning of Treasury Regulations section 1.956-2(c)(2), and including for these purposes any investment deemed to be Capital Stock equity for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the ABL Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding the voting Capital Stock (within the meaning of Treasury Regulations section 1.956-2(c)(2), and including for these purposes any investment deemed to be Capital Stock equity for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the Collateral Agent, the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Assumption Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL benefit of the Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the U.S. Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the benefit of the Secured Parties, segregated from other funds of such U.S. Pledgor, Parties as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Univar Inc.), Guarantee and Collateral Agreement (Univar Solutions Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Note Collateral Agent (who will hold the same on behalf of the Secured Parties), or the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Equity Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited Company permitted by the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Equity Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Note Collateral Agent, be delivered to the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Note Collateral Agent, the applicable Collateral Representative Representative, the ABL Agent, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Collateral Agreement (Unistrut International Holdings, LLC), Collateral Agreement (Unistrut International Holdings, LLC)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary (other than a Foreign Subsidiary that is or becomes a Loan Party) pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the Note Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, or the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.), Guarantee and Collateral Agreement (Atkore International Group Inc.)
Additional Shares. If such U.S. the Pledgor shall, as a result of its ownership of its the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuerthe Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. the Pledgor shall accept the same as the agent of for the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. the Pledgor to the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. Grantorthe Pledgor, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement)Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer the Borrower (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer the Borrower or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. the Pledgor, such U.S. the Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. the Pledgor, as additional collateral security for the Obligations. The Pledgor shall notify the Collateral Agent promptly in writing of the occurrence of any of the events described in this subsection 5.1.1 with respect to the Pledged Stock.
Appears in 2 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Holding Pledge Agreement (Hd Supply, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Collateral Agent, the Control Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent, the ABL Collateral Agent, the Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Collateral Agent, the ABL Collateral Agent, the Control Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the Collateral Agent, the ABL Collateral Agent, the Control Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement to be held by the Collateral Agent, the ABL Collateral Agent, the Control Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL U.S. Collateral Agent and the other Secured Parties, hold the same in trust for the ABL U.S. Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL U.S. Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, ) in the exact form received, duly indorsed by such U.S. Pledgor to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL U.S. Collateral Agent, be delivered to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, Obligations in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: The Credit Agreement (RSC Holdings Inc.), Assumption Agreement (RSC Holdings Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Administrative Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Administrative Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Administrative Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Administrative Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (VWR International, Inc.), Guarantee and Collateral Agreement (VWR International, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this AgreementSubsection 3.3). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations. In the case of any conflict or inconsistency between the provisions of this Subsection 5.3.1 and the provisions of any Local Law Security Document in respect of Pledged Stock, the provisions of such Local Law Security Document shall control.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (CHC Group Ltd.), Credit Agreement (CHC Group Ltd.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Term Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Term Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Term Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Revolving Collateral Representative or Agent, the ABL Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 of this Agreement and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Term Collateral Agent, be delivered to the Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Term Collateral Agent, the applicable Revolving Collateral Representative Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Revolving Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Revolving Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Revolving Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Term Collateral Representative or Agent, the ABL Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed endorsed by such U.S. Pledgor to the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 of this Agreement and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of any the Parent Borrower not prohibited by Borrowers in accordance with the ABL Revolving Credit Agreement) shall be paid over to the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement to be held by the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Revolving Collateral Agent, be delivered to the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Revolving Collateral Agent, the applicable Term Collateral Representative Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary (other than a Foreign Subsidiary that is or becomes a Loan Party) pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.or
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States U.S. tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties)) or the ABL Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Cash Flow Guarantee and Collateral Agreement (Nci Building Systems Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the First Lien Collateral Agent, any applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the First Lien Collateral Agent, any applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the First Lien Collateral Agent, any applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding the voting Capital Stock (within the meaning of Treasury Regulations section 1.956-2(c)(2), and including for these purposes any investment deemed to be Capital Stock equity for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the First Lien Collateral Agent, any applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the First Lien Collateral Agent, any applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Financing Statement Follow Instructions (Us LBM Holdings, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable 2007 Term Collateral Representative or Agent, the Revolving Collateral Agent, the ABL Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Collateral Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 of this Agreement and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the Collateral Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the Collateral Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the Collateral Agent, the 2007 Term Collateral Agent, the Revolving Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable 2007 Term Collateral Representative Agent, the Revolving Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL U.S. Collateral Agent and the other Secured Parties, hold the same in trust for the ABL U.S. Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL U.S. Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, ) in the exact form received, duly indorsed by such U.S. Pledgor to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement3.3). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL U.S. Collateral Agent, be delivered to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, Obligations in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations. Notwithstanding anything to the contrary contained above, to the extent any Excess Foreign Subsidiary Capital Stock is pledged hereunder, such Excess Foreign Subsidiary Capital Stock shall secure Borrower Obligations of the respective Grantor only as a guarantor of the Borrower Obligations of the Canadian Borrowers, and shall not secure any direct or other Obligations of the U.S. Borrowers (or guarantees of such Obligations by the respective Grantor).
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Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Non-U.S. Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the any applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Mauser Group B.V.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Non-U.S. Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, or the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, (i) more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this AgreementAgreement or (ii) any Restricted Assets). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, or the applicable Revolving Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Servicemaster Co)
Additional Shares. If such U.S. the Pledgor shall, as a result of its ownership of its the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuerthe Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. the Pledgor shall accept the same as the agent of for the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties)) or the Secured Party Representative, acting as agent for the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. the Pledgor to the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. Grantorthe Pledgor, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement)Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer the Parent Borrower (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to Collateral Agent or the ABL Secured Party Representative, acting as agent for the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer the Parent Borrower or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable Secured Party Representative, acting as agent for the Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. the Pledgor, such U.S. the Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. the Pledgor, as additional collateral security for the Obligations. The Pledgor shall notify the Collateral Agent promptly in writing of the occurrence of any of the events described in this subsection 5.1.1 with respect to the Pledged Stock.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the U.S. ABL Collateral Agent and the other Secured Parties, hold the same in trust for the U.S. ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the U.S. ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties)Parties as Pledged Collateral) or the Secured Party Representative, acting as agent for the applicable U.S. ABL Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the U.S. ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the U.S. ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any Except in the case of ULC Shares, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the U.S. ABL Collateral Agent or the Secured Party Representative, acting as agent for the U.S. ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the U.S. ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the U.S. ABL Collateral Agent, be delivered to the U.S. ABL Collateral Agent, or the applicable Secured Party Representative, acting as agent for the U.S. ABL Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the U.S. ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the U.S. ABL Collateral Agent or the Secured Party Representative, acting as agent for the U.S. ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Note Collateral Agent (who will hold the same on behalf of the Secured Parties)) or the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by Company in accordance with the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Note Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Note Collateral Agent, be delivered to the Note Collateral Agent, the Senior ABL Collateral Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Note Collateral Agent, the Senior ABL Collateral Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Note Collateral Agent, the Senior ABL Collateral Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Notes Collateral Agreement (Cornerstone Building Brands, Inc.)
Additional Shares. If such U.S. Pledgor Grantor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor Grantor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor Grantor to the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor Grantor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment or indebtedness deemed to be Capital Stock for United States U.S. tax purposes) of any Foreign Subsidiary or any of the Capital Stock of a Subsidiary of a Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of Parent in accordance with the Parent Borrower not prohibited by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security LEGAL_1:67880593.5 LEGAL_36377770.2 for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. PledgorGrantor, such U.S. Pledgor Grantor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. PledgorGrantor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Canadian Guarantee and Collateral Agreement (Atkore Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by permitted under the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hertz Global Holdings, Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), ) or the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, Agent or the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, Agent or the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, Obligations in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Note Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Equity Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited Company permitted by the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Equity Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Note Collateral Agent, be delivered to the ABL Note Collateral Agent, or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Note Collateral Agent, Agent or the applicable Collateral Representative Representative, ABL Agent, Term Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties)) or the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Cornerstone Building Brands, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties)) or the ABL Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (Nci Building Systems Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, (i) more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement) or (ii) any Restricted Assets). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Servicemaster Co, LLC)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the Term Loan Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the Term Loan Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the Term Loan Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the Term Loan Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Term Loan Agent, the applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)
Additional Shares. If Subject to Section 3.5 hereof, if such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, Parties hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the ) or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, in the exact form received, duly indorsed endorsed by such U.S. Pledgor (in blank only in the case of ULC Shares) to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this AgreementSection 3.3). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of Holdings in accordance with the Parent Borrower not prohibited by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Acceptable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, Pledgor such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Canadian Guarantee and Collateral Agreement (Herc Holdings Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties)) or the Cash Flow Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the Cash Flow Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the Cash Flow Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the Cash Flow Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the Cash Flow Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Nci Building Systems Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Note Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Equity Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by Company permitted under the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Equity Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Note Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Collateral Agreement (Hertz Corp)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the U.S. ABL Collateral Agent and the other Secured Parties, hold the same in trust for the U.S. ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the U.S. ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties), ) or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicableapplicable , in accordance with any applicable Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any Except in the case of ULC Shares, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the U.S. ABL Collateral Agent, be delivered to the U.S. ABL Collateral Agent, or the applicable Collateral Representative Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, the applicable Collateral Representative First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, or the Term Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the ABL Agent, any applicable Collateral Representative Representative, or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the ) or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Herc Holdings Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), ) or the applicable ABL Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, Obligations in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, including any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Common Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Common Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Common Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Section 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by the ABL permitted under each Credit Agreement) shall be paid over to the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Common Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the First Lien Agent or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the First Lien Agent or the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the First Lien Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the First Lien Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the First Lien Agent, the ABL Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, or the First Lien Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, or the First Lien Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the First Lien Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the ) or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this AgreementSection 3.3). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of Holdings in accordance with the Parent Borrower not prohibited by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, shall be delivered to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, to be held by the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Acceptable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the Agent or any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Herc Holdings Inc)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed endorsed by such U.S. Pledgor to the ABL Collateral Agent, the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 of this Agreement and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of any of the Parent Borrower not prohibited by Borrowers in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Term Collateral Representative or Agent, the Revolving Collateral Agent, any Additional AgentAgent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof hereof, as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Term Collateral Representative Agent, the Revolving Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Pledged Stock Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Term Collateral Representative or Agent, the ABL Collateral Agent, any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, in the exact form received, duly indorsed by such U.S. Pledgor to the Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 of this Agreement and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Pledged Stock Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by Issuer in accordance with the ABL Credit AgreementIndenture) shall be paid over to the Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, to be held by the Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Pledged Stock Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, to be held by the Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, the Applicable Collateral Agent or the Secured Party Representative, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor AgreementAgreements. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Term Collateral Representative Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor AgreementAgreements, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Notes Collateral Agreement (US Foods Holding Corp.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, or the applicable ABL Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (New Sally Holdings, Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL benefit of the Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection Subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent U.S. Borrower not prohibited by in accordance with the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement to be held by the ABL Collateral Agent, the any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agreement hold such money or property in trust for the benefit of the Secured Parties, segregated from other funds of such U.S. Pledgor, Parties as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Univar Solutions Inc.)
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of for the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Collateral Agent (who that will hold the same on behalf of the Secured Parties)) or the Secured Party Representative, acting as agent for the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Credit Agreement) shall be paid over to the ABL Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Collateral Agent, be delivered to the ABL Collateral Agent, or the applicable Secured Party Representative, acting as agent for the Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentSecured Party Representative, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Equity Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Note Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Note Collateral Agent and the other Secured Parties and (subject to the First Lien Intercreditor Agreement) deliver the same forthwith to the ABL Note Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, ) in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent if required, together with an undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 2.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any Subject to the First Lien Intercreditor Agreement, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Equity Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by Company in accordance with the ABL Credit AgreementIndenture) shall be paid over to the ABL Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Equity Issuer or pursuant to the reorganization thereof, the property so distributed shall, subject to the First Lien Intercreditor Agreement, unless otherwise subject to a perfected security interest in favor of the ABL Note Collateral Agent, be delivered to the ABL Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof it hereunder as additional collateral security for the Obligations, Obligations in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such U.S. Pledgor shall accept the same as the agent of the ABL Revolving Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Revolving Collateral Agent and the other Secured Parties and deliver the same forthwith to the ABL Revolving Collateral Agent (who will hold the same on behalf of the Secured Parties), or the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, in the exact form received, duly indorsed by such U.S. Pledgor to the ABL Revolving Collateral Agent, or the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, if required, together with or accompanied by an undated stock power covering such certificate duly executed in blank by such U.S. GrantorPledgor, to be held by the ABL Revolving Collateral Agent, the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, (i) more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this AgreementAgreement or (ii) any Restricted Assets). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited permitted by the ABL Revolving Credit Agreement) shall be paid over to the ABL Revolving Collateral Agent, or the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement to be held by the ABL Revolving Collateral Agent, or the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, and, except in the case of ULC Shares, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the ABL Revolving Collateral Agent, be delivered to the ABL Revolving Collateral Agent, the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, to be held by the ABL Revolving Collateral Agent, the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is paid or delivered to the ABL Revolving Collateral Agent, the applicable Term Loan Collateral Representative Agent or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Servicemaster Co)
