Common use of PAYMENTS AND OTHER DISTRIBUTIONS Clause in Contracts

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default and subject in all cases to the Intercreditor Agreement, all cash, dividends or distributions payable in respect of the Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture) shall be paid to the applicable Pledgor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash, dividends or distributions payable in respect of the Pledged Collateral shall be paid to the Pledgee as security for the Obligations if the Pledgee so directs and provides notice to such Pledgor to that effect (it being understood and agreed that such Pledgor shall retain the right, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to such Pledgor. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances); and (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances). Subject to the Intercreditor Agreement, if at any time any Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, such Pledgor shall be deemed to hold such Collateral in trust for the Pledgee for the benefit of the Pledgee and the other Secured Parties, and such Pledgor shall promptly surrender and deliver such Collateral to the Pledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default and subject in all cases to the Intercreditor Agreement, all cash, dividends or distributions payable in respect of the Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the IndentureLoan Agreement) shall be paid to the applicable Pledgor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash, cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to the Pledgee as security for the Obligations if the Pledgee so directs and provides notice to such the Pledgor to that effect (it being understood and agreed that such Pledgor shall retain the righteffect; provided, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to such the Pledgor. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property Equity Interests pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances); and (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock Equity Interests pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances). Subject to the Intercreditor Agreement, if at any time any the Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, such the Pledgor shall be deemed to hold such Collateral in trust for the Pledgee for the benefit of the Pledgee and the other Secured PartiesBank Product Providers, and such the Pledgor shall promptly surrender and deliver such Collateral to the Pledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default and subject in all cases to the Intercreditor Agreement, all cash, dividends or distributions payable in respect of the Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the IndentureLoan Agreement) shall be paid to the applicable Pledgor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash, cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to the Pledgee as security for the Obligations if the Pledgee so directs and provides notice to such the Pledgor to that effect (it being understood and agreed that such Pledgor shall retain the righteffect; provided, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to such the Pledgor. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances)Collateral; and (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances)rearrangement. Subject to the Intercreditor Agreement, if at any time any the Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, such the Pledgor shall be deemed to hold such Collateral in trust for the Pledgee for the benefit of the Pledgee and the other Secured PartiesBank Product Providers, and such the Pledgor shall promptly surrender and deliver such Collateral to the Pledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of Unless an Event of Default shall have occurred and subject in all cases to the Intercreditor Agreementbe continuing, all cash, dividends or distributions cash Distributions payable in respect of the Pledged Collateral Securities (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indentureother than Exempt Instruments) shall be paid to the applicable Pledgor; providedaggregate Company, however, upon the occurrence and during the continuance of an Event of Default, provided that all cash, dividends or distributions cash Distributions payable in respect of the Pledged Securities which are determined by the Collateral Agent, in its reasonable discretion, to represent in whole or in part a payment of principal thereon or an extraordinary, liquidating or other distribution in return of capital (or which, in the absence of any such determination by the Collateral Agent, shall constitute such a distribution), shall be paid to the Pledgee Collateral Agent, deposited by it in the Collateral Account and retained by it as security for the Obligations if the Pledgee so directs and provides notice to such Pledgor to that effect (it being understood and agreed that such Pledgor shall retain the right, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect part of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to such PledgorCollateral. The Pledgee Collateral Agent shall at all times be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral Securities (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuancesthan Exempt Instruments); and; (b) all other or additional securities, investment property stock or other securities or property (including cash) paid or distributed in respect of the Pledged Collateral Securities (other than Exempt Instruments) by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement rearrangement; and (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (ic) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such all other or additional stock or other securities or investment property to constitute Excluded Capital Stockwhich may be paid in respect of the Pledged Securities (other than Exempt Instruments) by reason of any consolidation, in each casemerger, after giving effect to exchange of stock, conveyance of assets, liquidation, bankruptcy or similar corporate reorganization or other disposition of such issuances)Pledged Securities. Subject All monies and other property which are payable to the Intercreditor Agreement, if at Collateral Agent or which the Collateral Agent is entitled to receive pursuant to this Section 7 and which are received by any time any Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, such Pledgor Company shall be deemed to hold held by such Collateral Company in trust for the Pledgee for the benefit of the Pledgee Collateral Agent and the other Secured Parties, segregated from other monies and other property of such Pledgor Company and shall promptly surrender and deliver forthwith upon receipt by such Collateral Company be turned over to the PledgeeCollateral Agent in the same form received by such Company (appropriately indorsed or assigned by such Company to the order of the Collateral Agent or in such other manner as shall be reasonably satisfactory to the Collateral Agent).

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of Unless an Event of Default shall have occurred and subject in all cases to the Intercreditor Agreementbe continuing, all cash, dividends or distributions cash Distributions payable in respect of the Pledged Collateral Securities (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indentureother than Exempt Instruments) shall be paid to the applicable Pledgor; providedCompany, however, upon the occurrence and during the continuance of an Event of Default, provided that all cash, dividends or distributions cash Distributions payable in respect of the Pledged Securities which are determined by the Collateral Agent, in its reasonable discretion, to represent in whole or in part a payment of principal thereon or an extraordinary, liquidating or other distribution in return of capital (or which, in the absence of any such determination by the Collateral Agent, shall constitute such a distribution), shall be paid to the Pledgee Collateral Agent, deposited by it in the Collateral Account and retained by it as security for the Obligations if the Pledgee so directs and provides notice to such Pledgor to that effect (it being understood and agreed that such Pledgor shall retain the right, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect part of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to such PledgorCollateral. The Pledgee Collateral Agent shall at all times be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral Securities (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuancesthan Exempt Instruments); and; (b) all other or additional securities, investment property stock or other securities or property (including cash) paid or distributed in respect of the Pledged Collateral Securities (other than Exempt Instruments) by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement rearrangement; and (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (ic) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such all other or additional stock or other securities or investment property to constitute Excluded Capital Stockwhich may be paid in respect of the Pledged Securities (other than Exempt Instruments) by reason of any consolidation, in each casemerger, after giving effect to exchange of stock, conveyance of assets, liquidation, bankruptcy or similar corporate reorganization or other disposition of such issuances)Pledged Securities. Subject All monies and other property which are payable to the Intercreditor Agreement, if at any time any Pledgor shall obtain Collateral Agent or possess any of which the foregoing Collateral described in Agent is entitled to receive pursuant to this Section, such Pledgor Section 7 and which are received by the Company shall be deemed to hold such Collateral held by the Company in trust for the Pledgee for the benefit of the Pledgee Collateral Agent and the other Secured Parties, segregated from other monies and such Pledgor other property of the Company and shall promptly surrender and deliver such Collateral forthwith upon receipt by the Company be turned over to the PledgeeCollateral Agent in the same form received by the Company (appropriately indorsed or assigned by the Company to the order of the Collateral Agent or in such other manner as shall be reasonably satisfactory to the Collateral Agent).

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default and subject in all cases to the Intercreditor AgreementDefault, all cash, dividends or distributions payable in respect of the Pledged Collateral Securities (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture) shall be paid to the applicable PledgorGrantor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash, cash dividends or distributions payable in respect of the Pledged Collateral Securities shall be paid to the Pledgee Collateral Agent as security for the Obligations if the Pledgee Collateral Agent so directs and provides notice to such Pledgor Grantor to that effect (it being understood and agreed that such Pledgor shall retain the righteffect; provided, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral Securities shall be paid to such PledgorGrantor. The Pledgee Collateral Agent shall be entitled to receive directly, and to retain as part of the CollateralPledged Securities: (a) 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 Pledged Collateral Securities (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property Investment Property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property Pledged Securities to constitute Excluded Capital Stock, in each case, after giving effect to such issuances); and (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral Securities by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances). Subject to the Intercreditor Agreement, if If at any time any Pledgor Grantor shall obtain or possess any of the foregoing Collateral Pledged Securities described in this Section, such Pledgor Grantor shall be deemed to hold such Collateral Pledged Securities in trust for the Pledgee for the benefit of the Pledgee and the other Secured Parties, and such Pledgor shall promptly surrender and deliver such Collateral to the Pledgee.trust

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default and subject in all cases to the Intercreditor AgreementDefault, all cash, dividends or distributions payable in respect of the Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture) shall be paid to the applicable Pledgor; providedPROVIDED, howeverHOWEVER, upon the occurrence and during the continuance of an Event of Default, all cash, dividends or distributions payable in respect of the Pledged Collateral shall be paid to the Pledgee as security for the Obligations if the Pledgee so directs and provides notice to such Pledgor to that effect (it being understood and agreed that such Pledgor shall retain the right, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor)effect; provided furtherPROVIDED FURTHER, that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to such Pledgor. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances)Collateral; and (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances)rearrangement. Subject to the Intercreditor Agreement, if If at any time any Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, such Pledgor shall be deemed to hold such Collateral in trust for the Pledgee for the benefit of the Pledgee and the other Secured Parties, and such Pledgor shall promptly surrender and deliver such Collateral to the Pledgee.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence and continuance of an Event of Default and subject in all cases to the Intercreditor Agreement, all cash, dividends or distributions payable in respect of the Pledged Collateral Securities (to the extent such payments shall be permitted pursuant to the terms and provisions of the Indenture) shall be paid to the applicable PledgorGrantor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash, cash dividends or distributions payable in respect of the Pledged Collateral Securities shall be paid to the Pledgee Collateral Agent as security for the Obligations if the Pledgee Collateral Agent so directs and provides notice to such Pledgor Grantor to that effect (it being understood and agreed that such Pledgor shall retain the righteffect; provided, whether an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor); provided further, further that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the Pledged Collateral Securities shall be paid to such PledgorGrantor. The Pledgee Collateral Agent shall be entitled to receive directly, and to retain as part of the CollateralPledged Securities: (a) 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 Pledged Collateral Securities (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property Investment Property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property Pledged Securities to constitute Excluded Capital Stock, in each case, after giving effect to such issuances); and (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral Securities by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances). Subject to the Intercreditor Agreement, if at any time any Pledgor Grantor shall obtain or possess any of the foregoing Collateral Pledged Securities described in this Section, such Pledgor Grantor shall be deemed to hold such Collateral Pledged Securities in trust for the Pledgee Collateral Agent for the benefit of the Pledgee Collateral Agent and the other Secured Parties, and such Pledgor Grantor shall promptly surrender and deliver such Collateral Pledged Securities to the PledgeeCollateral Agent.

PAYMENTS AND OTHER DISTRIBUTIONS. Until the occurrence Unless and continuance of until an Event of Default (as defined in the Loan Agreement) shall occur and subject in all cases to the Intercreditor Agreementbe continuing, all cash, cash dividends or distributions payable in respect of the Pledged Collateral (to the extent such payments shall be permitted pursuant to the terms and provisions of the IndentureLoan Agreement) shall be paid to the applicable Pledgor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash, cash dividends or distributions payable in respect of the Pledged Collateral shall be paid to the Pledgee as security for the Obligations if the Pledgee so directs Secured Liabilities; provided, further, that all cash dividends and provides notice to such Pledgor to that effect distributions payable at any time (it being understood and agreed that such Pledgor shall retain the right, whether before or after an Event of Default is outstanding, to receive all cash, dividends or distributions payable in respect of the Excluded Capital Stock so long as the cash, dividends or distributions payable in respect of the Excluded Capital Stock are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital StockDefault) that constitute Pledged Collateral applicable to such Pledgor); provided further, that upon the cure or waiver of such Event of Default, all cash dividends or distributions payable in respect of the 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 Pledgorthe Pledgee and retained by the Pledgee as part of the Collateral. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral: (a) 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 Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or investment property pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances); andCollateral; (b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement rearrangement; and (excluding 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 items in actions are permitted under the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuancesLoan Agreement). Subject to the Intercreditor Agreement, if If at any time any the Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, such the Pledgor shall be deemed to hold such Collateral in trust for the Pledgee for the benefit of the Pledgee and the other Secured PartiesLenders, and such the Pledgor shall promptly surrender and deliver such Collateral to the Pledgee.