Common use of Liquidation Recapitalization Etc Clause in Contracts

Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the extent provided in Section 6, be paid over and delivered to the Trustee or its agent to be held by or for the benefit of the Trustee as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Trustee or its agent, to be held by or for the benefit of the Trustee as security for the Obligations. Except to the extent provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company shall, until paid or delivered to the Trustee or its agent, be held in trust for the Trustee, for the benefit of the Holders from time to time of the Securities, as security for the payment and performance in full of all of the Obligations. (b) All sums of money that are delivered to the Trustee or its agent pursuant to this Section 4 shall be deposited into an interest bearing account maintained by, and under the sole dominion and control of, the Trustee (the "Cash Collateral Account"). Interest earned on the Cash Collateral Account 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 cash or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral." (c) Unless the conditions set forth in Section 1207 of the Indenture are complied with, the Company shall have no right to withdraw sums from the Cash Collateral Account or to receive any of the Cash Collateral.

Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the StockSecurities, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section §6, be paid over and delivered to the Trustee or its agent Secured Party to be held by or for the benefit of the Trustee Secured Party as security for the payment and performance in full of all of the Obligations. To the extent any such property paid or distributed pursuant to the immediately preceding sentence is in the form of money, the Secured Party shall have the right (but not the obligation) to deposit such money in a deposit account with a depository satisfactory to the Secured Party and any such funds may be invested in such items as the Secured Party may elect, and the Secured Party shall have a perfected security interest in all such sums or other property so paid or distributed and all proceeds thereof (and any interest earned shall continue to be held by the Secured Party as security for the payment and performance in full of all of the Obligations). Any money so received by the Secured Party pursuant to this §4, any account into which it shall be deposited and all proceeds thereof shall be referred to herein as the “Cash Collateral”. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock Securities or any property shall be distributed upon or with respect to any of the StockSecurities, the property so distributed shall be delivered to the Trustee or its agentSecured Party, to be held by or for the benefit of the Trustee it as security for the Obligations. Except to the limited extent provided in Section §6, all sums of money and property paid or distributed in respect of the StockSecurities, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company shall, until paid or delivered to the Trustee or its agentSecured Party, be held in trust for the Trustee, for the benefit of the Holders from time to time of the Securities, Secured Party as security for the payment and performance in full of all of the Obligations. (b) All sums of money that are delivered to the Trustee or its agent pursuant to this Section 4 shall be deposited into an interest bearing account maintained by, and under the sole dominion and control of, the Trustee (the "Cash Collateral Account"). Interest earned on the Cash Collateral Account 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 cash or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral." (c) Unless the conditions set forth in Section 1207 of the Indenture are complied with, the Company shall have no right to withdraw sums from the Cash Collateral Account or to receive any of the Cash Collateral.

Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the StockPledged Collateral, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section 65, be paid over and delivered to the Trustee or its agent Agent to be held by or for the benefit of the Trustee Agent as security for the payment and performance in full of all of the Secured Obligations. In casethe event that, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock Pledged Collateral or any property such property, then such distribution of capital shall be distributed upon or with respect to any of the Stock, the property so distributed shall be paid over and delivered to the Trustee or its agent, Agent to be held by or for the benefit of the Trustee Agent as security for the Secured Obligations. Except to the limited extent provided in Section 65, all sums of money and property paid or distributed in respect of the StockPledged Collateral, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company Pledgor shall, until paid or delivered to the Trustee or its agentAgent, be held in trust for the Trustee, for the benefit of the Holders from time to time of the Securities, Agent as security for the payment and performance in full of all of the Secured Obligations. (b) All sums of money that are delivered to the Trustee or its agent Agent pursuant to this Section 4 3 shall be deposited into an interest bearing account maintained by, and under with the sole dominion and control of, the Trustee Agent (the "“Cash Collateral Account"”). So long as no Event of Default has occurred which is continuing, upon the request by the Pledgor, funds from time to time in the Cash Collateral Account shall be invested in time deposits (“Time Deposits”) that are satisfactory to both the Agent and 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 credited to the credit of the Cash Collateral Account, any cash and all Time Deposits, any and all instruments or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "“Cash Collateral."” (c) Unless and until the conditions set forth in Section 1207 of the Indenture are complied withFacility Termination Date has occurred, the Company Pledgor shall have no right to withdraw sums from the Cash Collateral Account or Account, to receive any of the Cash CollateralCollateral or to require the Agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits. So long as no Event of Default has occurred which is continuing and subject to any provisions to the contrary in the Credit Agreement, the Pledgor shall have the right to direct that any sums in the Cash Collateral Account be applied to such of the Secured Obligations as the Pledgor may request.

Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the StockSecurities, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section §6, be paid over and delivered to the Trustee or its agent Secured Party to be held by or for the benefit of the Trustee Secured Party as security for the payment and performance in full of all of the Obligations. To the extent any such property paid or distributed pursuant to the immediately preceding sentence is in the form of money, the Secured Party shall have the right (but not the obligation) to deposit such money in an escrow account with an escrow agent reasonably acceptable to the Company and to the Secured Party, and which funds shall remain in such escrow account until disbursed to the Secured Party or returned to the Company pursuant to the provisions herein, and the Secured Party shall have a perfected security interest in all such sums or other property so paid or distributed and all proceeds thereof. Any money so received by the Secured Party pursuant to this §4, any account into which it shall be deposited and all proceeds thereof shall be referred to herein as the “Cash Collateral”. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock Securities or any property shall be distributed upon or with respect to any of the StockSecurities, the property so distributed shall be delivered to the Trustee or its agentSecured Party, to be held by or for the benefit of the Trustee in such escrow account as set forth herein as security for the Obligations. Except to the limited extent provided in Section §6, all sums of money and property paid or distributed in respect of the StockSecurities, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company shall, until paid or delivered to the Trustee or its agentSecured Party, be held in such escrow account in trust for the Trustee, for the benefit of the Holders from time to time of the Securities, Secured Party as security for the payment and performance in full of all of the Obligations. (b) All sums of money that are delivered to the Trustee or its agent pursuant to this Section 4 shall be deposited into an interest bearing account maintained by, and under the sole dominion and control of, the Trustee (the "Cash Collateral Account"). Interest earned on the Cash Collateral Account 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 cash or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral." (c) Unless the conditions set forth in Section 1207 of the Indenture are complied with, the Company shall have no right to withdraw sums from the Cash Collateral Account or to receive any of the Cash Collateral.

Liquidation Recapitalization Etc. (a) Any 3.1 If a Default shall have occurred and be continuing, any sums or other property paid or distributed upon or with respect to any of the Pledged Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the extent provided in Section 6, shall be paid over and delivered to the Trustee or its agent Pledgee to be held by or the Pledgee, for the ratable benefit of the Trustee Pledgee, as Cash Collateral or other security for the payment and performance in full of all of Obligations or applied by the Pledgee to the Obligations. In If a Default shall have occurred and be continuing, in case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Pledged Stock or any property shall be distributed upon or with respect to any of the Pledged Stock, the property so distributed shall be delivered to the Trustee or its agent, to be held by or Pledgee for the ratable benefit of the Trustee Pledgee, as Cash Collateral or other security for the Obligations. Except , or applied by the Pledgee to the extent provided in Section 6, Obligations. If a Default shall have occurred and be continuing all sums of money and property paid or distributed in respect of the Pledged Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company Pledgor shall, until paid or delivered to the Trustee or its agentPledgee, be held in trust for the Trustee, Pledgee for the ratable benefit of the Holders from time to time of the SecuritiesPledgee, as security for the payment and performance in full of all of the Obligations. (b) All 3.2 Unless otherwise applied by the Pledgor to the satisfaction of the Obligations as provided in this Pledge Agreement and the Agreements, all sums of money that are delivered to the Trustee or its agent Pledgee pursuant to this Section 4 3 shall be deposited into an interest bearing account maintained by, and under with the sole dominion and control of, the Trustee Pledgee (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 Pledgee (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "Time Deposits"), that are satisfactory to the Pledgee after consultation with the Pledgor, provided, that, in each such case, arrangements satisfactory to the Pledgee are made and are in place to perfect and to ensure the first priority of the Pledgee's security interest therein. 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 cash and all Time Deposits, any and all instruments or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral." (c) Unless the conditions set forth 3.3 Except as otherwise expressly provided in Section 1207 of the Indenture are complied with16 hereof, the Company Pledgor shall have no right to withdraw sums from the Cash Collateral Account or Account, to receive any of the Cash CollateralCollateral or to require the Pledgee to part with the Pledgee's possession of any instruments or other writings evidencing any Time Deposits.

Liquidation Recapitalization Etc. (a) 3.1 Any sums or other property paid or distributed upon or with respect to any of the Pledged Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section 66 hereof, be paid over and delivered to the Trustee or its agent Pledgee to be held by or the Pledgee, for the benefit of the Trustee Banks and the Administrative Agent, as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Pledged Stock or any property shall be distributed upon or with respect to any of the Pledged Stock, the property so distributed shall be delivered to the Trustee or its agentPledgee, for the benefit of the Banks and the Administrative Agent, to be held by or for the benefit of the Trustee it as security for the Obligations. Except to the limited extent provided in Section 66 hereof, all sums of money and property paid or distributed in respect of the Pledged Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company Pledgor shall, until paid or delivered to the Trustee or its agentPledgee, be held in trust for the TrusteePledgee, for the benefit of the Holders from time to time of Banks and the SecuritiesAdministrative Agent, as security for the payment and performance in full of all of the Obligations. (b) 3.2 All sums of money that are delivered to the Trustee or its agent Pledgee pursuant to this Section 4 3 shall be deposited into an interest bearing account maintained by, and under with the sole dominion and control of, the Trustee Pledgee (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 Pledgee (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as "Time Deposits"), that are satisfactory to the Pledgee after consultation with the Pledgor, PROVIDED, that, in each such case, arrangements satisfactory to the Pledgee are made and are in place to perfect and to ensure the first priority of the Pledgee's security interest therein. 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 cash and all Time Deposits, any and all instruments or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral." (c) Unless the conditions set forth 3.3 Except as otherwise expressly provided in Section 1207 of the Indenture are complied with16 hereof, the Company Pledgor shall have no right to withdraw sums from the Cash Collateral Account or Account, to receive any of the Cash CollateralCollateral or to require the Pledgee to part with the Pledgee's possession of any instruments or other writings evidencing any Time Deposits.

Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the StockPledged Collateral, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section 65, be paid over and delivered to the Trustee or its agent Agent to be held by or for the benefit of the Trustee Agent as security for the payment and performance in full of all of the Secured Obligations. In casethe event that, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock Pledged Collateral or any property such property, then such distribution of capital shall be distributed upon or with respect to any of the Stock, the property so distributed shall be paid over and delivered to the Trustee or its agent, Agent to be held by or for the benefit of the Trustee Agent as security for the Secured Obligations. Except to the limited extent provided in Section 65, all sums of money and property paid or distributed in respect of the StockPledged Collateral, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company Pledgor shall, until paid or delivered to the Trustee or its agentAgent, be held in trust for the Trustee, for the benefit of the Holders from time to time of the Securities, Agent as security for the payment and performance in full of all of the Secured Obligations. (b) All sums of money that are delivered to the Trustee or its agent Agent pursuant to this Section 4 3 shall be deposited into an interest bearing account maintained by, and under with the sole dominion and control of, the Trustee Agent (the "“Cash Collateral Account"”). So long as no Event of Default has occurred which is continuing, upon the request by the Pledgor, funds from time to time in the Cash Collateral Account shall be invested in time deposits (“Time Deposits”) that are satisfactory to both the Agent and 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 credited to the credit of the Cash Collateral Account, any cash and all Time Deposits, any and all instruments or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the "“Cash Collateral."” (c) Unless the conditions set forth in Section 1207 of the Indenture are complied with, the Company The Pledgor shall have no right to withdraw sums from the Cash Collateral Account or Account, to receive any of the Cash CollateralCollateral or to require the Agent to part with the Agent’s possession of any instruments or other writings evidencing any Time Deposits. So long as no Event of Default has occurred which is continuing and subject to any provisions to the contrary in the Credit Agreement, the Pledgor shall have the right to direct that any sums in the Cash Collateral Account be applied to such of the Secured Obligations as the Pledgor may request.

Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section 6, be paid over and delivered to the Trustee or its agent Agent to be held by or the Agent, for its benefit and the benefit of the Trustee other Holders of Secured Obligations, as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Trustee or Agent, for its agentbenefit and the benefit of the other Holders of Secured Obligations, to be held by or for the benefit of the Trustee it as security for the Obligations. Except to the limited extent provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company Pledgor shall, until paid or delivered to the Trustee or its agentAgent, be held in trust for the TrusteeAgent, for its benefit and the benefit of the other Holders from time to time of the SecuritiesSecured Obligations, as security for the payment and performance in full of all of the Obligations. (b) All sums of money that are delivered to the Trustee or its agent Agent pursuant to this Section 4 shall be deposited into an interest bearing account maintained by, and under with the sole dominion and control of, the Trustee 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 reasonably satisfactory to the Agent after consultation with the Pledgor. Interest earned on the Cash Collateral Account shall be deposited in and on the Cash Collateral Account. The Cash Collateral AccountTime Deposits, all sums from time to time standing to and the credit principal of the Cash Collateral AccountTime Deposits at maturity that is not invested in new Time Deposits, any cash or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral."shall be (c) Unless the conditions set forth Except as otherwise expressly provided in Section 1207 of the Indenture are complied with15, the Company Pledgor shall have no right to withdraw sums from the Cash Collateral Account or Account, to receive any of the Cash CollateralCollateral or to require the agent to part with the Agent's possession of any instruments or other writings evidencing any Time Deposits.