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

Right to Receive Distributions on Collateral. Subject to Section 18, the Collateral Agent 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 Pledged Equity Interests and each Lien Grantor shall take all such action as the Collateral Agent may deem necessary or appropriate to give effect to such right; provided that, unless an Enforcement Notice is in effect, this sentence shall not apply to Cash Distributions. All such dividends, interest and other payments and distributions which are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effect) shall be received in trust for the benefit of the Secured Parties and shall be segregated from other assets of such Lien Grantor and shall, promptly upon such Lien Grantor's receipt thereof, be delivered or paid over to the Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blank), together with a statement identifying the source of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect), the Collateral Agent's right to retain Cash Distributions under this Section 10 shall cease and the Collateral Agent shall pay over to the relevant Lien Grantor(s) any Cash Distributions retained by it during the continuance of such Enforcement Notice.

Right to Receive Distributions on Collateral. Subject to Section 18, the Collateral The Administrative Agent shall have the right to receive and 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 Pledged Equity Interests Collateral of each Obligor and each Lien Grantor Obligor shall take all such action as the Collateral Administrative Agent may deem necessary or appropriate to give effect to such right; provided that, that unless an Enforcement Notice Event of Default has occurred and is in effectcontinuing, this the foregoing sentence shall not apply to Cash Distributions. All such dividends, interest and other payments and distributions which are received by any Lien Grantor Obligor (except Cash Distributions received when no Enforcement Notice Event of Default has occurred and is in effectcontinuing) shall be received in trust for the benefit of the Secured Parties and and, if the Administrative Agent so directs during the continuance of an Event of Default, shall be segregated from other assets funds of such Lien Grantor Obligor and shall, promptly forthwith upon such Lien Grantor's receipt thereofdemand by the Administrative Agent during the continuance of an Event of Default, be delivered or paid over to the Administrative Agent as Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blankendorsement), together with a statement identifying the source . After all Events of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect)Defaults have been cured, the Collateral Administrative Agent's right to retain dividends, interest and other payments and distributions (including Cash Distributions Distributions) under this Section 10 7 shall cease and the Collateral Administrative Agent shall pay over to the relevant Lien Grantor(s) each Obligor any Cash Distributions such Collateral of such Obligor retained by it during the continuance of such Enforcement Noticean Event of Default.

Right to Receive Distributions on Collateral. Subject to Section 18, the Collateral The Administrative Agent shall have the right to receive and 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 Pledged Equity Interests Collateral of each Obligor and each Lien Grantor Obligor shall take all such action as the Collateral Administrative Agent may deem necessary or appropriate to give effect to such right; provided that, that (i) unless an Enforcement Notice Event of Default has occurred and is in effectcontinuing, this the foregoing sentence shall not apply to Cash DistributionsDistributions 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 Lien Grantor Obligor (except Cash Distributions received when no Enforcement Notice Event of Default has occurred and is in effectcontinuing) shall be received in trust for the benefit of the Secured Parties and and, if the Administrative Agent so directs during the continuance of an Event of Default, shall be segregated from other assets funds of such Lien Grantor Obligor and shall, promptly forthwith upon such Lien Grantor's receipt thereofdemand by the Administrative Agent during the continuance of an Event of Default, be delivered or paid over to the Administrative Agent as Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blankendorsement), together with a statement identifying the source . After all Events of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect)Defaults have been cured, the Collateral Administrative Agent's ’s right to retain dividends, interest and other payments and distributions (including Cash Distributions Distributions) under this Section 10 7 shall cease and the Collateral Administrative Agent shall pay over to the relevant Lien Grantor(s) each Obligor any Cash Distributions such Collateral of such Obligor retained by it during the continuance of such Enforcement Noticean Event of Default.

Right to Receive Distributions on Collateral. Subject Unless an Event of Default shall have occurred and be continuing, each Pledgor shall have the right to Section 18receive all dividends, interest and other payments and distributions made upon or with respect to Collateral pledged by it hereunder. If an Event of Default shall have occurred and be continuing, the Collateral Administrative Agent 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 Pledged Equity Interests Collateral and each Lien Grantor Pledgor shall take all such action as the Collateral Administrative Agent may deem necessary or appropriate to give effect to such right; provided that, unless an Enforcement Notice is in effect, this sentence shall not apply to Cash Distributions. All such dividends, interest and other payments and distributions which are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effect) Pledgor shall be received in trust for the benefit of the Secured Parties Agents and the Banks and, if the Administrative Agent so directs shall be segregated from other assets funds of such Lien Grantor Pledgor and shall, promptly forthwith upon such Lien Grantor's receipt thereofdemand by the Administrative Agent, be delivered or paid over to the Administrative Agent as Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blankendorsement), together with a statement identifying the source . After all Events of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect)Defaults have been cured, the Collateral Administrative Agent's right to retain Cash Distributions dividends, interest and other payments and distributions under this Section 10 7 shall cease and the Collateral Administrative Agent shall pay over to the relevant Lien Grantor(s) each Pledgor any Cash Distributions such Collateral pledged by such Pledgor hereunder retained by it the Administrative Agent during the continuance of such Enforcement Noticean Event of Default.

Right to Receive Distributions on Collateral. Subject to Section 1824, the Collateral Agent shall will 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 Pledged Investment Property and other Pledged Equity Interests (if any), and each Lien Grantor shall will take all such action as the Collateral Agent may deem necessary or appropriate reasonably request from time to time to give effect to such right; provided that, PROVIDED that unless an Enforcement Notice is in effectEvent of Default shall have occurred and be continuing and the Collateral Agent shall have notified the relevant Lien Grantor (a "NOTICED EVENT OF DEFAULT"), this sentence shall will not apply to Cash Distributions. All such dividends, interest and other payments and distributions which that are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effectNoticed Event of Default shall have occurred and be continuing) shall will be received in trust for the benefit of the Secured Parties and shall will be segregated from other assets of such Lien Grantor and shallwill, promptly upon such Lien Grantor's receipt thereof, be delivered or paid over to the Collateral Agent in the same form as received (with any necessary endorsements indorsements or executed assignments in blank), together with a statement identifying the source of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect), the Collateral Agent's right to retain Cash Distributions under this Section 10 shall cease and the Collateral Agent shall pay over to the relevant Lien Grantor(s) any Cash Distributions retained by it during the continuance of such Enforcement Notice.

Right to Receive Distributions on Collateral. Subject to Section 1817, the Collateral Agent 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 Pledged Equity Interests and the Other Investment Property and each Lien Grantor shall take all such action as the Collateral Agent may deem necessary or appropriate to give effect to such right; provided that, unless an Enforcement Notice is in effectEvent of Default shall have occurred and be continuing, this sentence shall not apply to dividends, interest and other payments and distributions made in cash or cash equivalents ("Cash Distributions"). All such dividends, interest and other payments and distributions which are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effectEvent of Default shall have occurred and be continuing) shall be received in trust for the benefit of the Secured Parties and shall be segregated from other assets of such Lien Grantor and shall, promptly upon such Lien Grantor's receipt thereof, be delivered or paid over to the Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blank), together with a statement identifying the source of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect), the Collateral Agent's right to retain Cash Distributions under this Section 10 shall cease and the Collateral Agent shall pay over to the relevant Lien Grantor(s) any Cash Distributions retained by it during the continuance of such Enforcement Notice.

Right to Receive Distributions on Collateral. Subject to Section 1817, the Collateral Agent 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 Pledged Equity Interests and the Other Investment Property and each Lien Grantor shall take all such action as the Collateral Agent may deem necessary or appropriate to give effect to such right; provided that, unless an Enforcement Notice is in effectEvent of Default shall have occurred and be continuing, this sentence shall not apply to dividends, interest and other payments and distributions made in cash or cash equivalents ("Cash Distributions"). All such dividends, interest and other payments and distributions which that are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effectEvent of Default shall have occurred and be continuing) shall be received in trust for the benefit of the Secured Parties and shall be segregated from other assets of such Lien Grantor and shall, promptly upon such Lien Grantor's receipt thereof, be delivered or paid over to the Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blank), together with a statement identifying the source of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect), the Collateral Agent's right to retain Cash Distributions under this Section 10 shall cease and the Collateral Agent shall pay over to the relevant Lien Grantor(s) any Cash Distributions retained by it during the continuance of such Enforcement Notice.

Right to Receive Distributions on Collateral. Subject to Section 18the 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 Senior Lenders and all lending commitments thereunder have been terminated, upon the occurrence and during the continuance of any Event of Acceleration, the Collateral Agent 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 Pledged Equity Interests Collateral and each Lien Grantor the Pledgor shall take all such action as the Collateral Agent Trustee may deem necessary or appropriate to give effect to such right; provided that, unless an Enforcement Notice is in effect, this sentence shall not apply to Cash Distributions. All such dividends, interest and other payments and distributions which are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effect) the Pledgor shall be received in trust for the benefit of the Secured Parties Trustee and the Holders and, if the Trustee so directs during the continuance of an Event of Acceleration, shall be segregated from other assets funds of such Lien Grantor the Pledgor and shall, promptly forthwith upon such Lien Grantor's receipt thereofdemand by the Trustee during the continuance of an Event of Acceleration, be delivered or paid over to the Trustee as Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blankendorsement), together with a statement identifying . After the source recision of such Collateral and stating that it is being delivered an acceleration of the Senior Notes pursuant to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect)Indenture, the Collateral AgentTrustee's right to retain Cash Distributions dividends, interest and other payments and distributions under this Section 10 7 shall cease and the Collateral Agent Trustee shall pay over to the relevant Lien Grantor(s) Pledgor any Cash Distributions such Collateral retained by it during the continuance of such Enforcement Noticean Event of Acceleration.

Right to Receive Distributions on Collateral. Subject to Section 18, the Collateral Agent 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 Pledged Equity Interests and each Lien Grantor shall take all such action as the Collateral Agent may reasonably deem necessary or appropriate to give effect to such right; provided that, unless an Enforcement Notice is in effect, this sentence shall not apply to Cash Distributions. All such dividends, interest and other payments and distributions which are received by any Lien Grantor (except Cash Distributions received when no Enforcement Notice is in effect) shall be received in trust for the benefit of the Secured Parties and shall be segregated from other assets of such Lien Grantor and shall, promptly upon such Lien Grantor's receipt thereof, be delivered or paid over to the Collateral Agent in the same form as received (with any necessary endorsements or executed assignments in blank), together with a statement identifying the source of such Collateral and stating that it is being delivered to the Collateral Agent to be held as Collateral under this Agreement. If an Enforcement Notice is withdrawn pursuant to Section 21 (and no other Enforcement Notice is then in effect), the Collateral Agent's right to retain Cash Distributions under this Section 10 shall cease and the Collateral Agent shall pay over to the relevant Lien Grantor(s) any Cash Distributions retained by it during the continuance of such Enforcement Notice.