Common use of Extraordinary Payments and Distributions Clause in Contracts

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgee, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral during the Pledge Period, such sum shall be paid over to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made with respect to the Collateral, or Additional Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Pledgee, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgee, or pursuant to the merger or consolidation of the Pledgee with or into another entity, the shares, obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same shall constitute Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid by Pledgor over to the Pledgee Security Trustee promptly, and in any event within ten (10) business days after receipt thereof, to be held by the Pledgee Security Trustee as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (b) In case any such payment applicable to such Retained Collateral stock dividend shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the Pledged Collateral, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any shares, obligations or other property shall be distributed upon or with respect to any of the Collateral Pledged Collateral, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, obligations or other property so distributed shall be delivered by Pledgor to the Pledgee Security Trustee promptly, and in any event within ten (10) business days after receipt thereof, to be held by the Pledgee Security Trustee as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany Issuer, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities or in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event such sum shall be paid over to the Pledgee Lender promptly, and in any event within ten (10) five days after receipt thereof, to be held by the Pledgee Lender as additional Collateral collateral hereunder and all or, in the discretion of the same shall constitute Collateral for all purposes hereof. Any Lender, applied against the then-outstanding Secured Obligations in such payment made following amounts and in such a manner as the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which Lender may determine. (b) In case any such payment applicable to such Retained Collateral stock dividend shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Securities, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split or reclassification involving any of the CollateralPledged Securities, or any distribution of capital shall be made on any of the CollateralPledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral Pledged Securities pursuant to a recapitalization or reclassification of the capital of the PledgeePledgor, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeeany Issuer, or pursuant to the merger or consolidation of the Pledgee any Issuer with or into another entity, the shares, obligations or other property so distributed shall be delivered to the Pledgee Lender promptly, and in any event within ten (10) five days after receipt thereof, to be held by the Pledgee Lender as additional Collateral collateral hereunder, and all of the same (other than cash) shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral, any sum shall be paid or payable as a liquidating dividend or distribution or return of capital or otherwise upon or with respect to any of the Collateral during Pledged Securities of a Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum sum, subject to the Intercreditor Agreement, shall be paid over to the Pledgee Administrative Agent promptly, and in any event within ten one (101) days Business Day after receipt thereof, to be held by the Pledgee Administrative Agent as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (b) In case any such payment applicable to such Retained stock dividend or distribution payable in additional Pledged Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the Pledged Collateral, or Additional Interests any shares of stock or fractions thereof or other equity interests shall be issued pursuant to any stock split or other transaction involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any shares, partnership interests, obligations or other property shall be distributed upon or with respect to any of the Collateral Pledged Collateral, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entity, the shares, obligations or other property so distributed shall shall, subject to the Intercreditor Agreement, be delivered to the Pledgee Administrative Agent promptly, and in any event within ten one (101) days Business Day after receipt thereof, to be held by the Pledgee Administrative Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeissuer of any Pledged Collateral, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during the Pledge PeriodPledged Securities then, such sum shall be paid over by Pledgor to the Pledgee Collateral Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Collateral Agent as additional Collateral collateral hereunder and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which . (b) In case any such payment applicable to such Retained Collateral dividend consisting solely of additional stock shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the Pledged Collateral, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral, or any distribution of capital shares shall be made on any of distributed upon, or with respect to, the Pledged Collateral, or any shares, obligations or other property additional depositary receipts shall be distributed upon or issued with respect to the Pledged Collateral in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the sharesshares so distributed, obligations or other property the additional depositary receipts so distributed issued, shall be delivered by Pledgor to the Pledgee Collateral Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Collateral Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral, any sum shall be paid or payable as a liquidating dividend or distribution or return of capital or otherwise upon or with respect to any of the Collateral during Pledged Securities of a Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid over to the Pledgee Agent promptly, and in any event within ten one (101) days Business Day after receipt thereof, to be held by the Pledgee Agent as additional Collateral collateral hereunder and all or, if no Event of the same Default shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely be continuing, to be applied to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which Revolving Loans. (b) In case any such payment applicable to such Retained stock dividend or distribution payable in additional Pledged Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the Pledged Collateral, or Additional Interests any shares of stock or fractions thereof or other equity interests shall be issued pursuant to any stock split or other transaction involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any shares, partnership interests, obligations or other property shall be distributed upon or with respect to any of the Collateral Pledged Collateral, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entity, the shares, obligations or other property so distributed shall be delivered to the Pledgee Agent promptly, and in any event within ten one (101) days Business Day after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, or, if no Event of Default shall be continuing, to be applied to the Revolving Loans and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (i) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities pledged by such Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid by such Pledgor over to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (ii) In case any such payment applicable to such Retained Collateral stock dividend shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Collateral pledged by any Pledgor, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the CollateralPledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities pledged by Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, except as permitted by Section 3.5 of the Credit Agreement, such sum shall be paid by Pledgor over to the Pledgee Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (b) In case any such payment applicable to such Retained Collateral dividend or distribution payable in Stock shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Collateral pledged by any Pledgor, or Additional Interests any shares of Stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the CollateralPledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, then except as permitted by Section 3.5 of the Credit Agreement, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to the Pledgee Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities pledged by such Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid by such Pledgor over to the Pledgee Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (b) In case any such payment applicable to such Retained Collateral dividend or distribution payable in Stock shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Collateral pledged by any Pledgor, or Additional Interests any shares of Stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the CollateralPledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to the Pledgee Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeissuer of any of the Pledged Securities, any sum shall be paid as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities, and in case any sum shall be paid on account of the Pledge Periodprincipal of any of the Pledged Securities which shall be an obligation, such sum shall shall, at any time an Event of Default has occurred and is continuing, be paid over to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereunder and all collateral hereunder. In case any stock dividend shall be declared on any of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made with respect to the CollateralPledged Securities, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Securities, or any distribution of capital shall be made on any of the CollateralPledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral Pledged Securities pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, obligations or other property so distributed shall be delivered to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral collateral hereunder, and all of the same (other than cash, which shall be paid to the Pledgor unless an Event of Default has occurred and is continuing) shall constitute Collateral Pledged Securities for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities pledged by such Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid by such Pledgor over to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (b) In case any such payment applicable to such Retained Collateral stock dividend shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Collateral pledged by any Pledgor, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the CollateralPledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeissuer of any of the Pledged Securities, any sum shall be paid as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities, and in case any sum shall be paid on account of the Pledge Periodprincipal of any of the Pledged Securities which shall be an obligation, such sum shall shall, at any time an Event of Default has occurred and is continuing, be paid over to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereunder and all collateral hereunder. In case any stock dividend shall be declared on any of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made with respect to the CollateralPledged Securities, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Securities, or any distribution of capital shall be made on any of the CollateralPledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral Pledged Securities pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, obligations or other property so distributed shall be delivered to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral collateral hereunder, and all of the same (other than cash, which shall be paid to the applicable Pledgor unless an Event of Default has occurred and is continuing) shall constitute Collateral Pledged Securities for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. In (a) Following the Discharge of Senior Lender Claims, in case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral pledged by any Pledgor, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities pledged by Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, except as permitted by the Indenture, such sum shall be paid by Pledgor over to the Pledgee Collateral Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Collateral Agent as additional Collateral hereunder and all collateral hereunder. (b) Following the Discharge of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by PledgeeSenior Lender Claims, in which case any such payment applicable to such Retained Collateral dividend or distribution payable in Stock shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Collateral pledged by any Pledgor, or Additional Interests any shares of Stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Collateral pledged by such Pledgor, or any distribution of capital shall be made on any of the CollateralPledged Collateral pledged by such Pledgor, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Collateral pledged by such Pledgor, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, then except as permitted by the Indenture, the shares, partnership interests, membership interests, obligations or other property so distributed shall be delivered by such Pledgor to the Pledgee Collateral Agent promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Collateral Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. 5.2.1 In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid over by Pledgor to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral collateral hereunder and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which . 5.2.2 In case any such payment applicable to such Retained Collateral stock dividend shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the Pledged Collateral, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any shares, obligations or other property shall be distributed upon upon, or with respect to to, the Collateral Pledged Collateral, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, obligations or other property so distributed shall be delivered by Pledgor to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeany issuer of any Pledged Collateral, any sum shall be paid or payable as a liquidating dividend or distribution or return of capital or otherwise upon or with respect to any of the Collateral during Pledged Securities of a Pledgor or, in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid over to the Pledgee Agent promptly, and in any event within ten two (102) days Business Days after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which collateral hereunder. (b) In case any such payment applicable to such Retained stock dividend or distribution payable in additional Pledged Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the Pledged Collateral, or Additional Interests any shares of stock or fractions thereof or other Equity Interests shall be issued pursuant to any stock split or other transaction involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any shares, partnership interests, obligations or other property shall be distributed upon or with respect to any of the Collateral Pledged Collateral, in each case pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entity, the shares, obligations or other property so distributed shall be delivered to the Pledgee Agent promptly, and in any event within ten two (102) days Business Days after receipt thereof, to be held by the Pledgee Agent as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Extraordinary Payments and Distributions. (a) In case, upon the dissolution or liquidation (in whole or in part) of the PledgeeIssuer, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities or in the Pledge Periodevent any other Extraordinary Payment is paid or payable, then and in any such event such sum shall be paid over to the Pledgee Lender promptly, and in any event within ten (10) five days after receipt thereof, to be held by the Pledgee Lender as additional Collateral collateral hereunder and all or, in the discretion of the same shall constitute Collateral for all purposes hereof. Any Lender, applied against the then-outstanding Secured Obligations in such payment made following amounts and in such a manner as the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which Lender may determine. (b) In case any such payment applicable to such Retained Collateral stock dividend shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made declared with respect to any of the CollateralPledged Securities, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split or reclassification involving any of the CollateralPledged Securities, or any distribution of capital shall be made on any of the CollateralPledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral Pledged Securities pursuant to a recapitalization or reclassification of the capital of the PledgeePledgor, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the PledgeeIssuer, or pursuant to the merger or consolidation of the Pledgee Issuer with or into another entity, the shares, obligations or other property so distributed shall be delivered to the Pledgee Lender promptly, and in any event within ten (10) five days after receipt thereof, to be held by the Pledgee Lender as additional Collateral collateral hereunder, and all of the same (other than cash) shall constitute Pledged Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.