Common use of Distributions, Etc Clause in Contracts

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt by Make dividends, distributions (including earning distributions), expenditures related to stock repurchases, payments to retire or obtain the Down REIT Sub surrender of any warrants or options or other rights, sinking fund or similar payments, payments on subordinated loans, or other payments (excluding payments of wages and wage-related benefits or bonuses (or the equivalents thereof paid to consultants under a Form 1099)) to shareholders or members or any other Person, or payments to purchase, repurchase, redeem or retire any stock or other ownership interests, in each case without the prior written notice consent of Lender (which notice shall specifically reference consent, except as set forth in the proviso to this Section 5 8.17, shall be in Lender’s sole discretion); provided, that Lender shall not unreasonably withhold, condition or delay such consent if (i) no Event of Default has occurred and is continuing, and (ii) the effectuation of the foregoing (A) would not result in an Event of Default under this AgreementAgreement or any other Indebtedness (without respect to the cure periods provided in Section 9.2 and Section 10.1 and it being acknowledged and agreed that the calculation of the Debt Service Coverage Ratio and the Minimum Deposit for such purposes shall be on a pro forma basis (utilizing EBITDA, if applicable, based upon the prior fiscal quarter unless otherwise agreed by Lender in its sole discretion)), and (B) from with respect to the applicable Obligor, would not exceed, individually or in the aggregate with all other payments and expenditures of such Obligor, such Obligor’s net earnings in excess of such Obligor’s debt service obligations on all Indebtedness; provided, further, that Lender’s consent shall not be required for CSSE to pay regularly scheduled monthly dividends under the terms of (a) any 9.75% Series A Cumulative Redeemable Preferred Stock in existence and issued prior to the date hereof or that may hereafter be issued with the prior written consent of Lender in its sole discretion or (b) any other series of preferred stock of CSSE that a may hereafter be issued with the prior written consent of Lender in its sole discretion, in each case if, and only if, (i) no Event of Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) the payment of such dividends would not cause Obligor to have a Debt Service Coverage Ratio of less than 1.25 to 1.00 (calculated on a pro forma basis after the payment of such proposed dividend (utilizing EBITDA based upon the written instruction prior fiscal quarter unless otherwise agreed by Lender in its sole discretion) and, for the avoidance of Lender and until instructions doubt, without regard to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth cure periods provided in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made 9.2 and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner10.1).

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor Borrower in respect of the Pledged Units, and HCPI HCP shall remit to Lender all cash dividends otherwise payable to Pledgor Borrower in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor Borrower to exercise the voting or other consensual rights that Pledgor Borrower would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor Borrower may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor Borrower hereby directs the Down REIT Sub and/or HCPIHCP, as the case may be, and the Down REIT Sub and/or HCPIHCP, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreementat Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated: 43JO7293207-15137. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor Borrower for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI HCP to make such payment thereunder. Each Pledgor Borrower hereby agrees that neither the Down REIT Sub nor HCPI HCP shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “"Default Notice”"): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the Down REIT Sub assets of written notice (which notice shall specifically reference this Section 5 the Borrower or the proceeds thereof to creditors of this Agreement) from Lender that a Default has occurred the Borrower or to any indebtedness, liabilities and is continuing (a “Default Notice”): (i) upon obligations of the written instruction Borrower, by reason of Lender and until instructions the liquidation, dissolution or other winding up of the Borrower or Borrower's business, or in the event of any sale or Insolvency Proceedings with respect to the contrary are received from LenderBorrower or Borrower's business, or in the Down REIT Sub shall remit event of any sale or Insolvency Proceedings with respect to Lender all cash distributions otherwise payable to Pledgor the Borrower or its assets, in respect any such event, any payment, distribution or benefit of any kind whatsoever or character, either in cash, securities or other property, whether or not on account of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in LenderSecurity, which shall have the sole right to exercise such rightsbe payable, until further notice from Lender. With deliverable or receivable upon or with respect to cash distributions payable during all or any part of the Subordinated Indebtedness shall be paid or delivered directly to the Senior Creditor for application to the Senior Indebtedness (whether due or not due and in such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, order and manner as the case Senior Creditor may beelect; and including, without limitation any interest accruing subsequent to the commencement of any such event or Insolvency Proceedings) until the Senior Indebtedness shall have been fully paid and satisfied. In connection with any Insolvency Proceedings, the Subordinated Creditor hereby irrevocably authorizes and empowers the Senior Creditor (but places no duty upon the Senior Creditor to take any such action), and irrevocably appoints the Down REIT Sub and/or HCPI, Senior Creditor as the case may be, agrees Subordinated Creditor's attorney-in-fact to deposit any and all such dividends and distributions file proofs of claim on account of the Subordinated Indebtedness in the following account as set forth in Section 3.1. event that the Subordinated Creditor fails to do so within fifteen (15) days of the Loan Agreement: 43JO7293. Any amounts paid bar date pertaining thereto; provided, however, that Senior Creditor shall not be permitted to the Lender or its designee as contemplated vote such claim, all voting rights being retained by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing mannerSubordinated Creditor.