Common use of Proceeds to be Turned Over To Collateral Agent Clause in Contracts

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreement.

Proceeds to be Turned Over To Collateral Agent. (a) In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 5.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do soReceivables, all Proceeds of Collateral received by such any Grantor consisting of cash, checks and other Cash Equivalent near-cash items shall be held by such Grantor in trust for the Collateral Agent and to the other Secured Parties, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms extent of the applicable Intercreditor Agreementits second priority interest therein, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or Administrative Agent, pursuant to the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor AgreementAdministrative Agent, if required). All Proceeds of Collateral received by the Collateral Administrative Agent hereunder shall be held by the Collateral Administrative Agent in the relevant a Collateral Proceeds Account maintained under its sole dominion and control, control subject to each applicable the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Administrative Agent in such a Collateral Proceeds Account (or by the relevant such Grantor in trust for the Collateral Agent and the other Secured PartiesSecurityholders) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 5.5. (b) If (i) the Substitution Event shall have occurred and each applicable Intercreditor Agreement(ii) an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 5.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section subsection 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent or the U.S. Collateral Agent and the other Secured Parties, any Additional Agent and Parties hereto or the other applicable Additional Secured Parties (as defined in the applicable Intercreditor U.S. Guarantee and Collateral Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable U.S. Collateral RepresentativeAgent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable U.S. Collateral RepresentativeAgent, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent Agent, or the U.S. Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, in the relevant U.S. Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such U.S. Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreementsubsection 6.5.

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section subsection 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent or the Term Collateral Agent and the other Secured Parties, any Additional Agent and Parties hereto or the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Term Guarantee and Collateral Agreement) or the as applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable Term Collateral RepresentativeAgent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable Term Collateral RepresentativeAgent, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreement.subsection 6.5

Proceeds to be Turned Over To Collateral Agent. In addition Subject to the rights terms of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing, continuing and the Collateral Agent Loans shall have instructed any Grantor been accelerated pursuant to do soSection 8 of the Credit Agreement, at the request of the Collateral Agent, all Proceeds of Collateral received by such the Grantor consisting of cash, checks and other Cash Equivalent near-cash items shall be held by such the Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such the Grantor, and, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the ABL Facility Loan Documents and the ABL Intercreditor Agreement, shall, forthwith promptly upon receipt by such the Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such the Grantor (duly indorsed by such the Grantor to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor AgreementAgent, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant a Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such a Collateral Proceeds Account (or by the relevant Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreement6.6.

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, or the Term Collateral Agent and the other Secured Parties (as defined in the Term Guarantee and Collateral Agreement), any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent Agent, or the Term Collateral Agent, any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent Agent, or the Term Collateral Agent, any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreement6.5.

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Controlling Agent and the other Joint Secured Parties specified in Section 6.1 5.1 with respect to payments of Accounts Receivable constituting Receivables that are included in the Collateral, subject to each applicable Intercreditor Agreement, if after an Event of Default shall occur has occurred and be is continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such any Grantor consisting of cash, checks and other Cash Equivalent items Instruments shall be held by such Grantor in trust for the Collateral Controlling Agent and the other Secured Parties, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreementif Proceeds of Secondary Collateral) or the applicable Collateral Representative, as applicable, in accordance with the terms Agent (if Proceeds of the applicable Intercreditor AgreementPrimary Collateral), segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Controlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes if Proceeds of perfection), in accordance with the terms of the applicable Intercreditor Agreement, Primary Collateral) in the exact form received by such Grantor (duly indorsed by such Grantor to the Controlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms (if Proceeds of the applicable Intercreditor AgreementPrimary Collateral), if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant a Cash Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in a Cash Collateral Account shall continue to be held as collateral security for all the Note Obligations and shall not constitute payment thereof until applied as provided in the Intercreditor Agreement. All Proceeds while held by such Collateral Proceeds Account (or by the relevant Grantor in trust for the Controlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent and the other Secured Parties(if Proceeds of Primary Collateral) shall continue to be held as collateral security for all the Joint Secured Obligations (if Proceeds of such Grantor Secondary Collateral) or the Note Obligations (if Proceeds of Primary Collateral) and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable the Intercreditor Agreement.

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, or the ABL Collateral Agent and the other Secured Parties (as defined in the ABL Guarantee and Collateral Agreement), any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent Agent, or the ABL Collateral Agent, any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent Agent, or the ABL Collateral Agent, any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreement6.5.

Proceeds to be Turned Over To Collateral Agent. In (a) Subject to Sections 3.2 and 4.2, in addition to the rights of the Collateral Agent and the other Applicable Secured Parties specified in Section 6.1 7.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor AgreementReceivables, if an a Noticed Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such any Grantor consisting of cash, checks and other Cash Equivalent near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Applicable Secured Parties, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor AgreementAgent, if required). All Subject to Sections 3.2 and 4.2, all Proceeds of Collateral received by the Collateral Agent hereunder in respect of the Shared Collateral Estate shall be held by the Collateral Agent in a Collateral Account (the relevant "Shared Collateral Proceeds Account Account"), for the benefit of the Secured Parties, maintained under its sole dominion and control. Subject to Sections 3.2 and 4.2, subject to each applicable Intercreditor Agreementall Proceeds received by the Collateral Agent hereunder in respect of the Non-Shared Collateral Estate shall be held by the Collateral Agent in a Collateral Account (the "Non-Shared Collateral Account"), for the benefit of the Credit Secured Parties, maintained under its sole dominion and control. All Proceeds of Collateral while held by the Collateral Agent in such a Collateral Proceeds Account (or by the relevant such Grantor in trust for the Collateral Agent and the other Applicable Secured Parties) shall continue to be held as collateral security for all the Applicable Secured Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 7.5. (b) The Collateral Agent may, but is under no obligation to, invest and each applicable Intercreditor Agreementreinvest moneys on deposit in any Collateral Account at any time in Cash Equivalents. All such investments and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Collateral Account as part of the Shared Collateral Estate or the Non-Shared Collateral Estate, as applicable. The Collateral Agent shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity.

Proceeds to be Turned Over To Collateral Agent. (a) In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 5.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor AgreementAccounts, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such any Grantor consisting of cash, Temporary Cash Investments, checks and other Cash Equivalent near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor AgreementAgent, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant a Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such a Collateral Proceeds Account (or by the relevant such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 5.5. (b) If any Event of Default shall occur and each be continuing, upon the request of the Collateral Agent, the Company and any Guarantor shall immediately take all actions necessary or desirable to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Intercreditor Uniform Commercial Code) with respect to any Investment Property, Deposit Accounts (if and to the extent such Deposit Accounts constitute Collateral pursuant to the terms hereof or any Supplemental Collateral Agreement) and any other relevant Collateral, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in a form satisfactory to the Collateral Agent in its sole discretion.

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section subsection 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent or the ABL Collateral Agent and the other Secured Parties, any Additional Agent and Parties hereto or the other applicable Additional Secured Parties (as defined in the applicable Intercreditor ABL Guarantee and Collateral Agreement) or the as applicable Collateral Representative, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or any Additional Agent or the applicable ABL Collateral RepresentativeAgent, as applicable applicable, (or their respective agents appointed for purposes of perfection), ) in accordance with the terms of the applicable Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent or any Additional Agent or the applicable ABL Collateral RepresentativeAgent, as applicable, in accordance with the terms of the applicable Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5 and each applicable Intercreditor Agreement.subsection 6.5