Common use of Right to Receive Distributions on Collateral Clause in Contracts

Right to Receive Distributions on Collateral. The Administrative Agent shall have the right to receive and, during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) shall be received in trust for the benefit of the Secured Parties and, if the Administrative Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults have been cured, the Administrative Agent’s right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent shall pay over to each Obligor any such Collateral of such Obligor retained by it during the continuance of an Event of Default.

Right to Receive Distributions on Collateral. The Administrative Agent shall have the right to receive and, upon the occurrence and during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor Holdings shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event until the Agent exercises the remedies of Default has occurred and is continuingsale or foreclosure afforded under Section 10 hereof, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have no right to receive or retain, and Holdings shall have the rights set forth right to receive and retain, any distributions made to Holdings in the foregoing sentence only to the extent permitted by the laws accordance with Section 8.04(iii) of the jurisdiction in which such Issuer is incorporatedCredit Agreement ("Exempt Proceeds"). All such dividends, interest and other payments and distributions (other than Exempt Proceeds) which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) Holdings shall be received in trust for the benefit of the Agent and the Secured Parties and, if the Administrative Agent so directs upon the occurrence and during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor Holdings and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of a Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults that shall have occurred have been cured, the Administrative Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent shall pay over to each Obligor Holdings any such Collateral of such Obligor retained by it the Agent during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative Agent shall have the right to receive and, upon the occurrence and during the continuance of any Event of Default, have the right to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Debtor shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) the Debtor shall be received in trust for the benefit of the Secured Parties Agent and the Banks and, if the Administrative Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor the Debtor and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults Default have been cured, the Administrative Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent shall pay over to each Obligor the Debtor any such Collateral of such Obligor retained by it during the continuance of an any Event of Default.

Right to Receive Distributions on Collateral. The Administrative During the continuance of an Event of Default, the Collateral Agent shall have the right to receive and, during the continuance of any Event of Default, and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor Lien Grantor shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no such Lien Grantor during the continuance of an Event of Default has occurred and is continuing) shall be received in trust for the benefit of the Collateral Agent and the Secured Parties and, if the Administrative Collateral Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor Lien Grantor and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults Default have been cured, the Administrative Collateral Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor such Lien Grantor any such Collateral of such Obligor retained by it during the continuance of an Event of Default.

Right to Receive Distributions on Collateral. The Administrative Agent shall have Upon the right to receive and, occurrence and during the continuance of any Event of Default, the Agent shall have the right to receive to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Pledgor shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an . Upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All all such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) the Pledgor shall be received in trust as Collateral for the benefit of the Agent and the Secured Parties and, if the Administrative Agent so directs during the continuance of an Event of Defaultdirects, shall be segregated from other funds of such Obligor the Pledgor and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults Default that shall have occurred have been cured, the Administrative Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent shall pay over to each Obligor the Pledgor any such Collateral of such Obligor retained by it the Agent during the continuance of an Event of Default.

Right to Receive Distributions on Collateral. The Administrative Agent shall have the right to receive and, upon the occurrence and during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor HIG shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event until the Agent exercises the remedies of Default has occurred and is continuingsale or foreclosure afforded under Section 10 hereof, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have no right to receive or retain, and HIG shall have the rights set forth right to receive and retain, any distributions made to HIG in the foregoing sentence only to the extent permitted by the laws accordance with Section 8.04(iii) of the jurisdiction in which such Issuer is incorporatedCredit Agreement ("Exempt Proceeds"). All such dividends, interest and other payments and distributions (other than Exempt Proceeds) which 5 195 are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) HIG shall be received in trust for the benefit of the Agent and the Secured Parties and, if the Administrative Agent so directs upon the occurrence and during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor HIG and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of a Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults that shall have occurred have been cured, the Administrative Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent shall pay over to each Obligor HIG any such Collateral of such Obligor retained by it the Agent during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative Subject to the Permitted Liens, the Agent shall have the right to receive and, upon the occurrence and during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest dividends and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor Guarantor shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) Guarantor shall be received in trust for the benefit of the Agent and the Secured Parties and, if the Administrative Agent so directs upon the occurrence and during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor Guarantor and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of a Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults that shall have occurred have been curedcured or waived, the Administrative Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 8 shall cease and the Administrative Agent shall pay over to each Obligor Guarantor any such Collateral of such Obligor retained by it the Agent during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative Agent Collateral Agent, for the benefit of the Secured Parties, shall have the right to receive and, during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor Grantor shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) Grantor shall be received in trust for the benefit of the Secured Parties and, if the Administrative Collateral Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor Grantor and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults have been cured, the Administrative Collateral Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor Grantor any such Collateral of such Obligor retained by it during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative At any time when an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to receive and, during the continuance of any Event of Default, and to retain as Collateral hereunder all dividends, interest dividends and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Pledgor shall take all such action as may be necessary or as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest dividends and other payments and distributions which are received by the Pledgor at any Obligor (except Cash Distributions received time when no an Event of Default has shall have occurred and is continuing) be continuing shall be received in trust for the benefit of the Secured Parties Collateral Agent and, if the Administrative Collateral Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor the Pledgor and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults Default have been cured, the Administrative Collateral Agent’s 's right to retain dividends, interest dividends and other payments and distributions (including Cash Distributions) under this Section 7 8 shall cease and the Administrative Collateral Agent shall pay over to each Obligor the Pledgor any such Collateral of such Obligor retained by it during the continuance of an Event of Default.

Right to Receive Distributions on Collateral. The Administrative Collateral Agent shall have the right to receive and, during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor Pledgor shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) such Pledgor shall be received in trust for the benefit of the Collateral Agent, the Secured Parties and, if the Administrative Collateral Agent so directs during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor Pledgor and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of a Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults have been cured, the Administrative Collateral Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor such Pledgor any such Collateral of such Obligor retained by it during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative During the continuance of an Event of Default, the Collateral Agent shall have the right to receive and, during the continuance of any Event of Default, and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Borrower shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no the Borrower during the continuance of an Event of Default has occurred and is continuing) shall be received in trust for the benefit of the Collateral Agent and the Secured Parties and, if the Administrative Collateral Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor the Borrower and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults Default have been cured, the Administrative Collateral Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor the Borrower any such Collateral of such Obligor retained by it during the continuance of an Event of Default.

Right to Receive Distributions on Collateral. The Administrative Agent shall Subject to the terms of the Intercreditor Agreement, after all obligations under the Senior Credit Agreement have been satisfied in full in cash or other payment satisfactory to the right to receive andSenior Lenders and all lending commitments thereunder have been terminated, upon the occurrence and during the continuance of any Event of DefaultAcceleration, the Trustee shall have the right to receive and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Pledgor shall take all such action as the Administrative Agent Trustee may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) the Pledgor shall be received in trust for the benefit of the Secured Parties Trustee and the Holders and, if the Administrative Agent Trustee so directs during the continuance of an Event of DefaultAcceleration, shall be segregated from other funds of such Obligor the Pledgor and shall, forthwith upon demand by the Administrative Agent Trustee during the continuance of an Event of DefaultAcceleration, be paid over to the Administrative Agent Trustee as Collateral in the same form as received (with any necessary endorsement). After all Events the recision of Defaults have been curedan acceleration of the Senior Notes pursuant to the Indenture, the Administrative Agent’s Trustee's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent Trustee shall pay over to each Obligor the Pledgor any such Collateral of such Obligor retained by it during the continuance of an Event of DefaultAcceleration.

Right to Receive Distributions on Collateral. The Administrative Collateral Agent shall have the right to receive andright, but only during the continuance of any Event of Default, to receive and retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Borrower shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) the Borrower shall be received in trust for the benefit of the Secured Parties and, if the Administrative Collateral Agent so directs during the continuance of an Event of Default, shall be segregated from other funds of such Obligor the Borrower and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults Default have been cured, the Administrative Collateral Agent’s 's right to receive and retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor the Borrower any such Collateral of such Obligor retained by it during the continuance of an Event of Default.

Right to Receive Distributions on Collateral. The Administrative Collateral Agent shall have the right to receive and, during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor Pledgor shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) such Pledgor shall be received in trust for the benefit of the Secured Parties Collateral Agent, the Banks and NML and, if the Administrative Collateral Agent so directs during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor Pledgor and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of a Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults have been cured, the Administrative Collateral Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor such Pledgor any such Collateral of such Obligor retained by it during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative Agent Upon the occurrence and during the continuance of any Non Payment Event, the Secured Parties shall have the right to be paid and receive and, during the continuance of any Event of Default, and to retain as Collateral hereunder hereunder, all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor Collateral, and each Obligor the Pledgor shall take all such action as the Administrative Agent Secured Parties may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest and other payments and distributions which are received by any Obligor (except Cash Distributions received when no the Pledgor during the continuance of a Non Payment Event of Default has occurred and is continuing) shall be received in trust for the benefit of the Secured Parties and, if the Administrative Agent Secured Parties so directs direct during the continuance of an Event of Defaulta Non Payment Event, shall be segregated from other funds of such Obligor the Pledgor and shall, forthwith upon demand by the Administrative Agent Secured Parties during the continuance of an Event of Defaulta Non Payment Event, be paid over to the Administrative Agent Secured Parties as Collateral in the same form as received (with any necessary endorsement). After , and the Secured Parties shall deliver a written acknowledgement of receipt of all Events of Defaults have been cured, the Administrative Agent’s right to retain dividends, interest and other payments and distributions (including Cash Distributions) received. After all Non Payment Events have been cured or waived, the Secured Parties’ rights to receive and retain interest and other payments and distributions under this Section 7 with respect to such Non Payment Events shall cease and each of the Administrative Agent Secured Parties shall pay over to each Obligor the Pledgor any such Collateral of such Obligor retained by it during the continuance of an Event of Defaulta Non Payment Event.

Right to Receive Distributions on Collateral. The Administrative Collateral Agent shall have the right to receive and, during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest dividends and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor the Borrower shall take all such action as the Administrative Collateral Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event of Default has occurred and is continuing, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have the rights set forth in the foregoing sentence only to the extent permitted by the laws of the jurisdiction in which such Issuer is incorporated. All such dividends, interest dividends and other payments and distributions which are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) the Borrower shall be received in trust for the benefit of the Secured Parties Collateral Agent, the Administrative Agent and the Lenders and, if the Administrative Collateral Agent so directs during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor the Borrower and shall, forthwith upon demand by the Administrative Collateral Agent during the continuance of an Event of a Default, be paid over to the Administrative Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults have been cured, the Administrative Collateral Agent’s right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section ‎Section 7 shall cease and the Administrative Collateral Agent shall pay over to each Obligor the Borrower any such Collateral of such Obligor retained by it during the continuance of an Event of a Default.

Right to Receive Distributions on Collateral. The Administrative Agent shall have the right to receive and, upon the occurrence and during the continuance of any Event of Default, to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral of each Obligor and each Obligor HIG shall take all such action as the Administrative Agent may deem necessary or appropriate to give effect to such right; provided that (i) unless an Event until the Agent exercises the remedies of Default has occurred and is continuingsale or foreclosure afforded under Section 10 hereof, the foregoing sentence shall not apply to Cash Distributions and (ii) with respect to dividends, interest and other payments and distributions made upon or with respect to the Collateral of any Obligor consisting of any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary, the Administrative Agent shall have no right to receive or retain, and HIG shall have the rights set forth right to receive and retain, any distributions made to HIG in the foregoing sentence only to the extent permitted by the laws accordance with Section 8.04(iii) of the jurisdiction in which such Issuer is incorporatedCredit Agreement ("Exempt Proceeds"). All such dividends, interest and other payments and distributions (other than Exempt Proceeds) which 5 181 are received by any Obligor (except Cash Distributions received when no Event of Default has occurred and is continuing) HIG shall be received in trust for the benefit of the Agent and the Secured Parties and, if the Administrative Agent so directs upon the occurrence and during the continuance of an Event of a Default, shall be segregated from other funds of such Obligor HIG and shall, forthwith upon demand by the Administrative Agent during the continuance of an Event of a Default, be paid over to the Administrative Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Defaults that shall have occurred have been cured, the Administrative Agent’s 's right to retain dividends, interest and other payments and distributions (including Cash Distributions) under this Section 7 shall cease and the Administrative Agent shall pay over to each Obligor HIG any such Collateral of such Obligor retained by it the Agent during the continuance of an Event of a Default.