Common use of Cash and Other Distributions Clause in Contracts

Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to receive and retain any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit Agreement, provided, however, that any and all (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent to hold, for the benefit of the Agent and the Holders of Secured Obligations, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (ii) The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the distributions or interest payments which it is authorized to receive and retain pursuant to clause (i) above. (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All rights of the Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments; (ii) All distributions and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, shall be segregated from other funds of the Pledgor and shall be paid over immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsements). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits.

Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to receive and retain for its own account free and clear of the lien and security interest created by this Agreement any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit Agreement, provided, however, that any and all (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent to hold, for the benefit of the Agent and the other Holders of Secured Obligations, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Agent, for the benefit of the Agent and the other Holders of Secured Obligations, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (ii) The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the distributions or interest payments which it is authorized to receive and retain pursuant to clause (i) above. (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All rights of the Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments; (ii) All distributions and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, shall be segregated from other funds of the Pledgor and shall be paid over immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsements). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits.

Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing: (i) The Pledgor Pledgors shall be entitled to receive and retain any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit Loan Agreement or the Security Deposit Agreement, provided, however, that any and all (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent to hold, for the benefit of the Agent and the Holders of Secured Obligations, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Agent, for the benefit of the Agent and the Holders of Secured Obligations, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (ii) The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Pledgors all such proxies and other instruments as the Pledgor Pledgors may reasonably request for the purpose of enabling the Pledgor Pledgors to receive the distributions or interest payments which it is they are authorized to receive and retain pursuant to clause (i) above., (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All rights of the Pledgor Pledgors to receive the distributions and interest payments which it they would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, which Administrative Agent shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments; (ii) All distributions and interest payments which are received by the Pledgor Pledgors contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Administrative Agent, for the benefit of the Agent and the Holders of Secured Obligations, shall be segregated from other funds of the Pledgor Pledgors and shall be paid over immediately to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsements). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits.

Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of ---------------------------- Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to receive and retain any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit AgreementIndenture, provided, however, that any and allall -------- ------- (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to interest or principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent Trustee to hold, for the benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, as Pledged Collateral Collateral, and shall, if received by the Pledgor, be received in trust for the AgentTrustee, for the benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent Trustee as Pledged Collateral in the same form as so received (with any endorsement necessary endorsementto effect the transfer thereof to the Trustee); and (ii) The Agent Trustee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the distributions or interest payments which it is authorized to receive and retain pursuant to clause (i) above.. ---------- (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All , all rights of the Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof --------------- shall cease, and all such rights shall thereupon become vested in the AgentTrustee, for the benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, which shall thereupon have the sole right to receive receive, hold and hold apply as Pledged Collateral such distributions and interest payments;distributions. (iic) All distributions and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the AgentTrustee, for the ------------ benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, shall be segregated from other funds of the Pledgor and shall be paid over immediately to the Agent Trustee as Pledged Collateral in the same form as so received (with any endorsements necessary endorsementsto effect the transfer thereof to the Trustee). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits.

Cash and Other Distributions. (a) So long as no Event of Default or Potential Event of Default ---------------------------- shall have occurred and be continuing: (i) The Pledgor shall be entitled to receive and retain any and all cash distributions and interest paid in respect of the Pledged Collateral (including a distribution of net cash flow) to the extent such distributions are not prohibited by the Credit AgreementIndenture, provided, however, that any and allall -------- ------- (A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to interest on or principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Agent Trustee to hold, for the benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, as Pledged Collateral Collateral, and shall, if received by the Pledgor, be received in trust for the AgentTrustee, for the benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Agent Trustee as Pledged Collateral in the same form as so received (with any endorsement necessary endorsementto effect the transfer thereof to the Trustee); and (ii) The Agent Trustee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the distributions or interest payments which it is authorized to receive and retain pursuant to clause (i) above.. ---------- (b) After the occurrence and during the continuance of an Event of Default or Potential Event of Default: (i) All , all rights of the Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof --------------- shall cease, and all such rights shall thereupon become vested in the AgentTrustee, for the benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, which shall thereupon have the sole right to receive receive, hold and hold apply as Pledged Collateral such distributions and interest payments;distributions. (iic) All distributions and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the AgentTrustee, for the ------------ benefit of the Agent Trustee and the Holders of Secured ObligationsHolders, shall be segregated from other funds of the Pledgor and shall be paid over immediately to the Agent Trustee as Pledged Collateral in the same form as so received (with any endorsements necessary endorsementsto effect the transfer thereof to the Trustee). (c) All sums of money that are delivered to the Agent pursuant to this Section 7 shall be deposited into an interest bearing account with the Agent (the "CASH COLLATERAL ACCOUNT"). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "TIME DEPOSITS"), that are satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral" and shall constitute Pledged Collateral hereunder. Except as otherwise expressly provided in Section 13, the Pledgor shall have no right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits.