Distributions Held in Trust. All dividends and other distributions which are received by Grantor contrary to the provisions of this Agreement shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Grantor, and forthwith shall be paid over to Administrative Agent for the account of Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsements).
Distributions Held in Trust. If Subordinated Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan (including, without limitation, (a) any distribution arising directly or indirectly from any lien or other right or interest of Class A Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (b) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated Lender is entitled to pursuant to clause (d) above (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated Lender shall hold the same in trust, as trustee, for the benefit of Class A Lender and shall promptly deliver the same to or at the direction of Class A Lender, for the benefit of Class A Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, until the Class A Loan (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Lender shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan as and to the extent set forth in the Loan Documents. In the event Subordinated Lender fails to make any such endorsement or assignment, Class A Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.
Distributions Held in Trust. Each Holder of a Security by its acceptance thereof agrees that if it receives any payment or Distribution of Assets of Borrower which such Holder is not entitled to retain under the provisions of this Indenture, such payment or assets shall be delivered forthwith by such Holder to the Collateral Agent named in the Intercreditor Agreement (the "Collateral Agent") for the benefit of the holders of the Specified Senior Debt for application to the Specified Senior Debt, in the form received except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to the Collateral Agent for the benefit of holders of the Specified Senior Debt, and the Collateral Agent and the holders of the Specified Senior Debt are irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered any such payment or collateral shall be held by such Holder in trust for the holders of the Specified Senior Debt and shall not be commingled with other funds or property of such Holder.
Distributions Held in Trust. If Prime shall receive any payment or distribution from or for the account of Borrower or Beneficiary or any cash or other proceeds of the Collateral, other than a Permitted Payment, Prime shall hold the same in trust, as trustee, for the benefit of Senior Lender and shall promptly deliver the same to the Lock Box Account or as otherwise directed by Senior Lender, for the benefit of Senior Lender in precisely the form received (except for the endorsement or assignment thereof by Prime without recourse or warranty). In the event Prime fails to make any such endorsement or assignment, Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.
Distributions Held in Trust. All distributions from the Company which are received by Pledgor contrary to the provisions of this Agreement shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor, and shall forthwith be paid over to Agent as pledged Collateral in the same form as so received (with any necessary endorsements).
Distributions Held in Trust. All distributions and interest payments which are received by Pledgor contrary to the provisions of SECTION 11.2(a)(ii) shall be (i) received in trust for the benefit of Pledgee, (ii) shall be segregated from other property or funds of Pledgor and (iii) forthwith delivered to Pledgee as Collateral in the same form as received (with any necessary documents, endorsements or assignments in blank with guaranteed signatures).
Distributions Held in Trust. All dividends and other --------------------------- distributions which are received by Pledgor contrary to the provisions of this Agreement shall be received in trust for the benefit of Pledgees.
Distributions Held in Trust. All Distributions which are received by Grantors contrary to the provisions of this Agreement shall be received in trust for the benefit of Administrative Agent, shall be segregated from other funds of Grantors, and subject to applicable law, forthwith shall be paid over to Administrative Agent for the account of Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsements)
Distributions Held in Trust. If Prime shall receive any payment or distribution from or for the account of Borrower or any cash or other proceeds of the Collateral other than a Permitted Payment (including, without limitation, (i) any distribution arising directly or indirectly from any lien of the Senior Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (ii) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of a Permitted Payment (calculated as if such Insolvency Proceeding had not occurred or if any such lien had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Prime shall hold the same in trust, as trustee, for the benefit of Senior Lender and shall promptly deliver the same to the Clearing Account or as otherwise directed by Senior Lender, for the benefit of Senior Lender in precisely the form received (except for the endorsement or assignment thereof by Prime without recourse or warranty). In the event Prime fails to make any such endorsement or assignment, Senior Lender, or any of its officers or employees, is hereby irrevocably authorized as Prime’s attorney in fact, to make the same.
Distributions Held in Trust. If the Intermediate Parent receives any --------------------------- Distribution of Assets of Borrower that the Intermediate Parent is not entitled to retain under the provisions of this Agreement, such payment or assets shall be delivered forthwith by the Intermediate Parent to Administrative Agent for the benefit of the Senior Lenders for application to the Senior Obligations, in the form received except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Administrative Agent for the benefit of the Senior Lenders. Administrative Agent, for the benefit of the Senior Lenders, is irrevocably authorized to supply any endorsement or assignment required under this Section 3 that may have been omitted. Until so delivered any such payment or collateral shall be held by the Intermediate Parent in trust for the Senior Lenders and shall not be commingled with other funds or property of the Intermediate Parent.
