Common use of Dividends or Distributions Clause in Contracts

Dividends or Distributions. So long as no Event of Default shall -------------------------- have occurred and be continuing, Pledgor shall be entitled to receive and retain any and all dividends and other distributions paid in respect of the Collateral, provided, however, that any and all (a) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital or reclassification, and (c) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement); provided, however, that Pledgor shall in any event be entitled to receive and retain an amount equal to the amount paid on the Collateral less the amount of income taxes payable by Maker on such amount (which shall be deemed to be the product of the highest marginal rate (expressed as a fraction) applicable to individuals on the date such amount is paid under the Internal Revenue Code of the United States, as amended from time to time, multiplied by the amount so received on the Collateral. Without limiting the generality of the foregoing, upon any transfer, assignment, sale, or other disposition of any of the Collateral (other than a transfer under Section 4.2(b) or the second and third sentences of Sections 4.3(c) and 4.3(d) of the Stockholders Agreement), all proceeds of such transfer, assignment, sale, or disposition shall be paid to Secured Party as a mandatory prepayment on the Promissory Note, and, if Pledgor sells all or the remaining portion of the Collateral, the entire outstanding principal amount of the Promissory Note, together with all accrued and unpaid interest, shall be immediately and mandatorily paid in full. If Secured Party is the transferee of the Pledged Securities in accordance with the Stockholders Agreement, the purchase price payable by Secured Party for the Pledged Securities will be credited against the Obligations in accordance with the terms of the Promissory Note.

Dividends or Distributions. So long as no Event of Default shall -------------------------- have occurred and be continuing, Pledgor shall be entitled to receive and retain free and clear of the Lien of this Agreement any and all dividends dividends, distributions, interest and principal payments, cash, instruments and other distributions paid in property and proceeds made upon or with respect of to the Collateral, which shall not constitute Collateral and may be used by Pledgor subject to the terms and conditions of the Indenture; provided, however, that any and all (a) all dividends and interest paid or payable other than in cash in respect ofsecurities of the Pledged Entities, including all securities convertible into any Collateral, and instruments and warrants, options or other property receivedrights to purchase equity interests, in any of the Pledged Entities, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital or reclassification, and (c) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property Property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement); provided. Upon the occurrence and during the continuance of an Event of Default, however, that all rights of Pledgor shall in any event be entitled to receive all dividends, distributions, interest and retain an amount equal to the amount paid on the principal payments, cash, instruments and other property and proceeds shall cease, and such dividends, distributions, interests and principal payments, cash, instruments and other property and proceeds shall constitute Collateral less the amount of income taxes payable by Maker on such amount (which shall be deemed to be the product of the highest marginal rate (expressed as a fraction) applicable to individuals on the date such amount is paid under the Internal Revenue Code of the United States, as amended from time to time, multiplied by the amount so received on the Collateral. Without limiting the generality of the foregoing, upon any transfer, assignment, sale, or other disposition of any of the Collateral (other than a transfer under Section 4.2(b) or the second and third sentences of Sections 4.3(c) and 4.3(d) of the Stockholders Agreement), all proceeds of such transfer, assignment, sale, or disposition shall be paid or otherwise delivered to Secured Party as a mandatory prepayment on Party. In the Promissory Note, and, if event that Pledgor sells all is required by the provisions hereof or the remaining portion of the CollateralIndenture to pledge additional capital stock (including, without limitation, the entire outstanding principal amount capital stock of any newly acquired or formed Restricted Subsidiary of Pledgor) as collateral for the Promissory NoteObligations, together with all accrued then Pledgor and unpaid interest, shall be immediately and mandatorily paid in full. If Secured Party is the transferee of the Pledged Securities in accordance with the Stockholders Agreementshall execute an amendment to this Agreement attaching an amended, the purchase price payable by Secured Party for the Pledged Securities will be credited against the Obligations in accordance with the terms of the Promissory Notesupplemented or modified Exhibit A hereto.

Dividends or Distributions. So long as no Event of Default shall -------------------------- have occurred and be continuing, Pledgor shall be entitled to receive and retain free and clear of the Lien of this Agreement any and all dividends dividends, distributions, interest and principal payments, cash, instruments and other distributions paid in property and proceeds made upon or with respect of to the Collateral, which shall not constitute Collateral and may be used by Pledgor subject to the terms and conditions of the Indenture; provided, -------- however, that any and all (a) all dividends and interest paid or payable other than in cash in respect ofsecurities of the ------- Issuers, including all securities convertible into any Collateral, and instruments and warrants, options or other property receivedrights to purchase stock or equity interests, in any of the Issuers, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital or reclassification, and (c) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property Property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement); provided. Upon the occurrence and during the continuance of an Event of Default, however, that all rights of Pledgor shall in any event be entitled to receive all dividends, distributions, interest and retain an amount equal to the amount paid on the principal payments, cash, instruments and other property and proceeds shall cease, and such dividends, distributions, interests and principal payments, cash, instruments and other property and proceeds shall constitute Collateral less the amount of income taxes payable by Maker on such amount (which shall be deemed to be the product of the highest marginal rate (expressed as a fraction) applicable to individuals on the date such amount is paid under the Internal Revenue Code of the United States, as amended from time to time, multiplied by the amount so received on the Collateral. Without limiting the generality of the foregoing, upon any transfer, assignment, sale, or other disposition of any of the Collateral (other than a transfer under Section 4.2(b) or the second and third sentences of Sections 4.3(c) and 4.3(d) of the Stockholders Agreement), all proceeds of such transfer, assignment, sale, or disposition shall be paid or otherwise delivered to the Secured Party. In the event that Pledgor is required by the provisions hereof or of the Indenture to pledge additional capital stock (including, without limitation, the capital stock of any newly acquired or formed Restricted Subsidiary of Pledgor) as collateral for the Obligations, then Pledgor and Secured Party as a mandatory prepayment on the Promissory Noteshall execute an amendment to this Agreement attaching an amended, and, if Pledgor sells all supplemented or the remaining portion of the Collateral, the entire outstanding principal amount of the Promissory Note, together with all accrued and unpaid interest, shall be immediately and mandatorily paid in fullmodified Exhibit A hereto. If Secured Party is the transferee of the Pledged Securities in accordance with the Stockholders Agreement, the purchase price payable by Secured Party for the Pledged Securities will be credited against the Obligations in accordance with the terms of the Promissory Note.---------

Dividends or Distributions. So long as no Event of Default shall -------------------------- have occurred and be continuing, Pledgor shall be entitled to receive and retain free and clear of the Lien of this Agreement any and all dividends dividends, distributions, interest and principal payments, cash, instruments and other distributions paid in property and proceeds made upon or with respect of to the Collateral, which shall not constitute Collateral and may be used by Pledgor subject to the terms and conditions of the Indenture; provided, however, that any and all (a) all dividends and interest paid or payable other than in cash in respect ofsecurities of the Pledged Entities, including all securities convertible into any Collateral, and instruments and warrants, options or other property receivedrights to purchase stock or equity interests, in any of the Pledged Entities, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital or reclassification, and (c) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property Property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement); provided. Upon the occurrence and during the continuance of an Event of Default, however, that all rights of Pledgor shall in any event be entitled to receive all dividends, distributions, interest and retain an amount equal to the amount paid on the principal payments, cash, instruments and other property and proceeds shall cease, and such dividends, distributions, interests and principal payments, cash, instruments and other property and proceeds shall constitute Collateral less the amount of income taxes payable by Maker on such amount (which shall be deemed to be the product of the highest marginal rate (expressed as a fraction) applicable to individuals on the date such amount is paid under the Internal Revenue Code of the United States, as amended from time to time, multiplied by the amount so received on the Collateral. Without limiting the generality of the foregoing, upon any transfer, assignment, sale, or other disposition of any of the Collateral (other than a transfer under Section 4.2(b) or the second and third sentences of Sections 4.3(c) and 4.3(d) of the Stockholders Agreement), all proceeds of such transfer, assignment, sale, or disposition shall be paid or otherwise delivered to the Secured Party. In the event that Pledgor is required by the provisions hereof or of the Indenture to pledge additional capital stock (including, without limitation, the capital stock of any newly acquired or formed Restricted Subsidiary of Pledgor) as collateral for the Obligations, then Pledgor and Secured Party as a mandatory prepayment on the Promissory Noteshall execute an amendment to this Agreement attaching an amended, and, if Pledgor sells all supplemented or the remaining portion of the Collateral, the entire outstanding principal amount of the Promissory Note, together with all accrued and unpaid interest, shall be immediately and mandatorily paid in full. If Secured Party is the transferee of the Pledged Securities in accordance with the Stockholders Agreement, the purchase price payable by Secured Party for the Pledged Securities will be credited against the Obligations in accordance with the terms of the Promissory Notemodified Exhibit A hereto.