Common use of PAYMENTS AND OTHER DISTRIBUTIONS Clause in Contracts

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default, all cash, dividends or distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor Agreement) shall be paid to the applicable Grantor; provided, however, that upon the occurrence and during the continuance of an Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to Collateral Agent as security for the Indenture Obligations; provided, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to such Grantor. The Collateral Agent shall be entitled to receive directly, and to retain as part of the Capital Stock: (i) all other or additional securities or Investment Property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; and (ii) all other or additional securities, Investment Property or property (including cash) paid or distributed in respect of the Capital Stock by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement. If at any time any Grantor shall obtain or possess any Capital Stock, such Grantor shall be deemed to hold such Capital Stock in trust for Collateral Agent for the benefit of Collateral Agent and the other Secured Parties, and such Grantor shall promptly surrender and deliver such Capital Stock to Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded Assets.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence Unless and continuance of until an Event of DefaultDefault (as defined in the Credit Agreement) shall occur and be continuing, all cash, cash dividends or distributions payable in respect of the Capital Stock Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor Credit Agreement) shall be paid to the applicable GrantorPledgor; provided, however, that upon the occurrence and during the continuance of an Event of Default, all cash dividends or distributions payable in respect of the Capital Stock Pledged Collateral shall be paid to Collateral Agent the Pledgee as security for the Indenture Secured Obligations; provided, further further, that upon the cure all cash dividends and distributions payable at any time (whether before or waiver of such after an Event of Default, all cash dividends or distributions payable ) in respect of the Capital Stock Pledged Collateral which are determined by Pledgee, in its sole discretion, to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital shall be promptly paid and delivered to such Grantorthe Pledgee and retained by the Pledgee as part of the Collateral. The Collateral Agent Pledgee shall be entitled to receive directly, and to retain as part of the Capital StockCollateral: (ia) all other or additional securities or Investment Propertyinvestment property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; andPledged Collateral; (iib) all other or additional securities, Investment Property investment property or property (including cash) paid or distributed in respect of the Capital Stock Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and (c) all other or additional securities, investment property or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange, dividend, split, or distribution, conveyance of assets, liquidation or similar reorganization or other disposition of Collateral (to the extent any of the foregoing actions are permitted under the Credit Agreement). If at any time any Grantor the Pledgor shall obtain or possess any Capital Stockof the foregoing Collateral described in this Section, such Grantor the Pledgor shall be deemed to hold such Capital Stock Collateral in trust for Collateral Agent the Pledgee for the benefit of Collateral Agent the Pledgee and the other Secured PartiesBank Product Providers, and such Grantor the Pledgor shall promptly surrender and deliver such Capital Stock Collateral to Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded AssetsPledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an a Default or Event of Default, all cash, dividends or distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor AgreementIndenture) shall be paid to the applicable Grantor; provided, however, that upon written notice of the Collateral Agent (at the direction of the holders of the Notes) delivered after the occurrence and during the continuance of an a Default or Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to the Collateral Agent as security for the Indenture Obligations; provided, further that upon the cure or waiver of such Default or Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to such Grantor. The Collateral Agent shall be entitled to receive directly, and to retain as part of the Capital StockCollateral: (i) all other or additional securities or Investment Property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; and (ii) all other or additional securities, Investment Property or property (including other than cash) paid or distributed in respect of the Capital Stock by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement. If at any time any Grantor shall obtain or possess any Capital Stock, such Grantor shall be deemed to hold such Capital Stock in trust for the Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties, and such Grantor shall promptly surrender and deliver such Capital Stock to the Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded Assets.

PAYMENTS AND OTHER DISTRIBUTIONS. Until Notwithstanding anything herein to the occurrence contrary, unless and continuance of until an Event of Default, all cash, dividends or distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor Agreement) shall be paid to the applicable Grantor; provided, however, that upon the occurrence and during the continuance of an Event of DefaultDefault occurs, all cash dividends or distributions payable in respect of the Capital Stock Collateral shall be paid to Collateral Agent as security for the Indenture ObligationsPledgor; provided, further that upon the cure or waiver of such however if an Event of DefaultDefault occurs and unless and until such event has been waived by Pledgee, all cash dividends or and distributions payable in respect of the Capital Stock Collateral shall be paid to such Grantorthe Pledgee for application to satisfy the Obligations. The Collateral Agent Pledgee shall be entitled to receive directly, and to retain as part of the Capital StockCollateral: (ia) all other or additional securities or Investment Propertyinvestment property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; andCollateral; (iib) all other or additional securities, Investment Property investment property or property (including cash) paid or distributed in respect of the Capital Stock Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and (c) all other or additional securities, investment property or property which may be paid or distributed in respect of the Collateral by reason of any consolidation, merger, exchange, dividend (other than any cash dividends permitted to be paid to Pledgor as specifically provided above) split, or distribution, conveyance of assets, liquidation or similar reorganization or other disposition of Collateral. If at any time any Grantor Pledgor shall obtain or possess any Capital Stockof the foregoing Collateral described in this Section, such Grantor Pledgor shall be deemed to hold such Capital Stock Collateral in trust for Collateral Agent for the benefit of Collateral Agent Pledgee and the other Secured Parties, and such Grantor Pledgor shall promptly surrender and deliver such Capital Stock Collateral to Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded AssetsPledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence Unless and continuance of until an Event of DefaultDefault (as defined in the Loan Agreement) occurs, all cash, dividends or cash distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor Agreement) Pledged Collateral shall be paid to the applicable Grantor; provided, however, that upon Pledgor. All such rights of the occurrence and during the continuance of Pledgor to receive such cash distributions shall cease in case an Event of Default, all cash dividends or distributions payable in respect of Default shall occur and the Capital Stock shall be paid Pledgee elects to enforce its rights against the Pledged Collateral Agent as security for and so directs and notifies the Indenture Obligations; provided, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to such GrantorPledgor. The Collateral Agent Pledgee shall be entitled to receive directly, and to retain as part of the Capital StockCollateral: (ia) all other or additional securities or Investment Propertyinvestment property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; andPledged Collateral; (iib) all other or additional securities, Investment Property investment property or property (including cash) paid or distributed in respect of the Capital Stock Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and (c) all other or additional securities, investment property or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange, dividend, split, or distribution, conveyance of assets, liquidation or similar reorganization or other disposition of Collateral. If at any time any Grantor the Pledgor shall obtain or possess any Capital Stockof the foregoing Collateral described in this Section, such Grantor the Pledgor shall be deemed to hold such Capital Stock Collateral in trust for Collateral Agent for the benefit of Collateral Agent Pledgee and the other Secured Parties, and such Grantor Pledgor shall promptly surrender and deliver such Capital Stock Collateral to Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded AssetsPledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an a Default or Event of Default, all cash, dividends or distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor AgreementIndenture) shall be paid to the applicable Grantor; provided, however, that upon the occurrence and during the continuance of an a Default or Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to the Collateral Agent as security for the Indenture Obligations; provided, further that upon written notice of the Collateral Agent (at the direction of the holders of the Notes) delivered after the cure or waiver of such Default or Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to such Grantor. The Collateral Agent shall be entitled to receive directly, and to retain as part of the Capital StockCollateral: (i) all other or additional securities or Investment Property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; and (ii) all other or additional securities, Investment Property or property (including other than cash) paid or distributed in respect of the Capital Stock by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement. If at any time any Grantor shall obtain or possess any Capital Stock, such Grantor shall be deemed to hold such Capital Stock in trust for the Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties, and such Grantor shall promptly surrender and deliver such Capital Stock to the Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded Assets.

PAYMENTS AND OTHER DISTRIBUTIONS. Until Subject to the occurrence and continuance terms of the Intercreditor Agreement, unless an Event of DefaultDefault shall have occurred and be continuing, all cash, dividends or distributions cash Distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor Agreement) Pledged Securities shall be paid to the applicable Grantor; provided, however, that upon the occurrence and during the continuance of an Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to Collateral Agent as security for the Indenture Obligations; provided, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid to such each Grantor. The Collateral Agent shall at all times be entitled to receive directly, and to retain as part of the Capital StockCollateral: (ia) all other or additional stock or securities or Investment Property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend Distribution in respect of the Capital Stock; andPledged Securities; (iib) all other or additional securities, Investment Property stock or other securities or property (including cash) paid or distributed in respect of the Capital Stock Pledged Securities by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and (c) all other or additional stock or other securities or property which may be paid in respect of the Pledged Securities by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation, bankruptcy or similar corporate reorganization or other disposition of such Pledged Securities. If at any time All monies and other property which are payable to the Collateral Agent or which the Collateral Agent is entitled to receive pursuant to this Section 7 and which are received by any Grantor shall obtain or possess any Capital Stock, be held by such Grantor shall be deemed to hold such Capital Stock in trust for Collateral Agent for the benefit of Collateral Agent and the other Secured Parties, segregated from other monies and other property of such Grantor shall promptly surrender and deliver forthwith upon receipt by such Capital Stock Grantor be turned over to the Collateral Agent in the same form received by such Grantor (appropriately indorsed or assigned by such Grantor to the order of the Collateral Agent or in such other manner as shall be reasonably satisfactory to the Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded Assets).

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default, all cash, dividends or distributions payable in respect of the Capital Stock Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture or the Intercreditor Loan Agreement) shall be paid to the applicable GrantorPledgor; provided, however, that upon the occurrence and during the continuance of an Event of Default, all cash cash, dividends or distributions payable in respect of the Capital Stock Pledged Collateral shall be paid to Collateral Agent the Pledgee as security for the Indenture ObligationsObligations if the Pledgee so directs and provides notice to such Pledgor to that effect; providedprovided further, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Capital Stock Pledged Collateral shall be paid to such GrantorPledgor. The Collateral Agent Pledgee shall be entitled to receive directly, and to retain as part of the Capital StockCollateral: (ia) all other or additional securities or Investment Propertyinvestment property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Capital StockPledged Collateral; and (iib) all other or additional securities, Investment Property investment property or property (including cash) paid or distributed in respect of the Capital Stock Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement. If at any time any Grantor Pledgor shall obtain or possess any Capital Stockof the foregoing Collateral described in this Section, such Grantor Pledgor shall be deemed to hold such Capital Stock Collateral in trust for Collateral Agent the Pledgee for the benefit of Collateral Agent the Pledgee and the other Secured Parties, and such Grantor Pledgor shall promptly surrender and deliver such Capital Stock Collateral to Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause (1) of the definition of Excluded AssetsPledgee.