Common use of Payments on Default Clause in Contracts

Payments on Default. So long as no Default or Event of Default shall have occurred and be continuing, each Company shall have the right to receive and retain all cash distributions and payments made in respect of the Pledged Collateral relating to such Company to the extent such payments (1) may be legally declared and paid under applicable law and (2) are not prohibited by the applicable provisions hereof and of the Credit Agreement; provided, however, that any and all (i) dividends and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral relating to such Company, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral relating to such Company in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral relating to such Company; shall be forthwith delivered to the Collateral Agent to hold as, and such amounts so delivered shall be, Pledged Collateral and shall, if received by the Collateral Agent, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Company and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with all appropriate powers, authorizations, orders and documents).

Payments on Default. So long as no Default or Event of Default shall have occurred and be continuing, each Company shall have the right to receive and retain all cash distributions and payments made in respect of the Pledged Collateral relating to such Company to the extent such payments (1) may be legally declared and paid under applicable law and (2) are not prohibited by the applicable provisions hereof and of the Senior Note Agreements, the Revolving Credit Agreement or the Senior Subordinated Note Agreement; provided, however, that any and all (i) dividends and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral relating to such Company, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral relating to such Company in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral relating to such Company; shall be forthwith delivered to the Collateral Agent Security Trustee to hold as, and such amounts so delivered shall be, Pledged Collateral and shall, if received by the Collateral AgentSecurity Trustee, be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Company and be forthwith delivered to the Collateral Agent Security Trustee as Pledged Collateral in the same form as so received (with all appropriate powers, authorizations, orders and documents).

Payments on Default. So long as no Default or Event of Default shall have occurred and be continuing, each the Company shall have the right to receive and retain all cash distributions and payments made in respect of the Pledged Collateral relating to such Company to the extent such payments (1) may be legally declared and paid under applicable law and (2) are not prohibited by the applicable provisions hereof and of the Senior Note Agreements, the Revolving Credit Agreement or the Senior Subordinated Note Agreement; providedPROVIDED, howeverHOWEVER, that any and all all (i) dividends and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral relating to such Company, Collateral, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral relating to such Company in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral relating to such CompanyCollateral; shall be forthwith delivered to the Collateral Agent Security Trustee to hold as, and such amounts so delivered shall be, Pledged Collateral and shall, if received by the Collateral AgentSecurity Trustee, be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such the Company and be forthwith delivered to the Collateral Agent Security Trustee as Pledged Collateral in the same form as so received (with all appropriate powers, authorizations, orders and documents).

Payments on Default. So long as no Default or Event of Default shall have occurred and be continuing, each Company the Borrower shall have the right to receive and retain all cash distributions and payments made in respect of the Pledged Collateral relating to such Company to the extent such payments (1) may be legally declared and paid under applicable law and (2) are not prohibited by the applicable provisions hereof and of the Credit Agreement; provided, however, that that, on and after the Grant Date, following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, any and all (i) dividends and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral relating to such CompanyCollateral, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral relating to such Company in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral relating to such CompanyCollateral; shall be forthwith delivered to the Collateral Agent to hold as, and such amounts so delivered shall be, Pledged Collateral and shall, if received by the Collateral Agent, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Company the Borrower and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with all appropriate powers, authorizations, orders and documents).

Payments on Default. So long as no Default or Event of Default shall have occurred and be continuing, each the Company shall have the right to receive and retain all cash distributions and payments made in respect of the Pledged Collateral relating to such Company to the extent such payments (1) may be legally declared and paid under applicable law and (2) are not prohibited by the applicable provisions hereof and of the Senior Note Agreements, the Revolving Credit Agreement or the Senior Subordinated Note Agreement; provided, however, that any and all (i) dividends and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral relating to such CompanyCollateral, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral relating to such Company in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral relating to such CompanyCollateral; shall be forthwith delivered to the Collateral Agent Security Trustee to hold as, and such amounts so delivered shall be, Pledged Collateral and shall, if received by the Collateral AgentSecurity Trustee, be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such the Company and be forthwith delivered to the Collateral Agent Security Trustee as Pledged Collateral in the same form as so received (with all appropriate powers, authorizations, orders and documents).

Payments on Default. So long as no Default or Event of Default shall have occurred and be continuing, each Company shall have the right to receive and retain all cash distributions and payments made in respect of the Pledged Collateral relating to such Company to the extent such payments (1) may be legally declared and paid under applicable law and (2) are not prohibited by the applicable provisions hereof and of the Credit Agreement; provided, however, that that, on and after the Grant Date, following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement, any and all (i) dividends and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral relating to such Company, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral relating to such Company in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-paid in surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral relating to such Company; shall be forthwith delivered to the Collateral Agent to hold as, and such amounts so delivered shall be, Pledged Collateral and shall, if received by the Collateral Agent, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Company and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with all appropriate powers, authorizations, orders and documents).