Common use of Dividend and Distribution Rights Clause in Contracts

Dividend and Distribution Rights. Subject to the terms of the Purchase Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company Interests; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Operative Documents, be forthwith delivered to the Agent, in the case of (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Agent, be segregated from the other property of such Grantor and forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Reimbursement Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company Interests; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Reimbursement Agreement or the other Operative Documents, forthwith be forthwith delivered to the Agent, in the case of (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Agent, be segregated from the other property of such Grantor and forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Reimbursement Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Credit -------------------------------- Agreement, each Grantor Pledgor shall be entitled to receive and to retain and use (and the Agent and the Lenders shall have no security interest in) any and all dividends, interest dividends or distributions paid in respect of its the Pledged Securities, its Pledged Partnership Interests Securities or its the Pledged Limited Liability Company InterestsInterests in accordance with the terms of the Credit Agreement; provided, however, that any and all:all -------- ------- (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Securities or Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests Securities or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in- surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests Securities or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Operative Documents, shall forthwith be forthwith delivered to the Agent, in the case of (i) above, to be held as Collateral and shall, if received by such Grantorany Pledgor, be received in trust for the benefit of the AgentSecured Party, be segregated from the other property of such Grantor Pledgor and forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Credit Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Credit -------------------------------- Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its the Pledged Securities, its the Pledged Partnership Interests or its the Pledged Limited Liability Company Interests; provided, however, that any and all:all -------- ------- (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Interests or Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Operative Credit Agreement or the other Loan Documents, forthwith be forthwith delivered to the Agent, in the case of (i) above, to be held as Collateral and shall, if received by such any Grantor, be received in trust for the benefit of the AgentSecured Party, be segregated from the other property of such Grantor and forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Credit Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Loan -------------------------------- Agreement, each the Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its the Pledged Securities, its the Pledged Partnership Interests or its the Pledged Limited Liability Company Interests; provided, however, that any and all:all -------- ------- (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Interests or Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Operative Loan Agreement or the other Loan Documents, forthwith be forthwith delivered to the Agent, in the case of (i) above, to be held as Collateral and shall, if received by such the Grantor, be received in trust for the benefit of the AgentSecured Party, be segregated from the other property of such the Grantor and forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Loan Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its the Pledged Securities, its the Pledged Partnership Interests or its the Pledged Limited Liability Company Interests; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Interests or Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Operative Documents, shall forthwith be forthwith delivered to the Agent, in the case of (i) above, Lender to be held as Collateral and shallor applied to the Obligations in accordance with the Loan Agreement, as the Lender may elect; and, if received by such Grantor, shall be received in trust for the benefit of the AgentLender, be segregated from the other property of such Grantor and forthwith be delivered to the Agent as Collateral Lender in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Credit Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company Interests; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Credit Agreement or the other Operative Documents, forthwith be forthwith delivered to the AgentBank, in the case of (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the AgentBank, be segregated from the other property of such Grantor and forthwith be delivered to the Agent Bank as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Credit Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Reimbursement Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company Interests; providedPROVIDED, howeverHOWEVER, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Reimbursement Agreement or the other Operative Documents, forthwith be forthwith delivered to the Agent, in the case of (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Agent, be segregated from the other property of such Grantor and forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Reimbursement Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Reimbursement Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company Interests; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Reimbursement Agreement or the other Operative Documents, forthwith be forthwith delivered to the AgentSecured Party, in the case of (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the AgentSecured Party, be segregated from the other property of such Grantor and forthwith be delivered to the Agent Secured Party as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Reimbursement Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase Loan Agreement, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company Interests; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company Interests, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests, shall, except as otherwise provided for in the Loan Agreement or the other Operative Documents, forthwith be forthwith delivered to the AgentLender, in the case of (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the AgentLender, be segregated from the other property of such Grantor and forthwith be delivered to the Agent Lender as Collateral in the same form as so received (with any necessary endorsements), and in the case of (ii) and (iii) above, to be applied to the Obligations to the extent permitted by the Loan Agreement or otherwise to be held as Collateral.

Dividend and Distribution Rights. Subject to the terms of the Purchase AgreementTransaction Documents, each Grantor shall be entitled to receive and to retain and use any and all dividends, interest dividends or distributions paid in respect of its Pledged Securities, its Pledged Partnership Interests or its Pledged Limited Liability Company InterestsCollateral; provided, however, that any and all: (i) non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities, Pledged Partnership Interests, Pledged Limited Liability Company InterestsCollateral, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral, shall, except as otherwise provided for in the Operative Transaction Documents, forthwith be forthwith delivered to the Collateral Agent, in the case of paragraph (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property of such Grantor and forthwith be delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of paragraph (ii) and paragraph (iii) above, to be applied to the Obligations to the extent permitted by the Transaction Documents or otherwise to be held as Collateral.