Common use of Collateral Use Prior to Foreclosure Clause in Contracts

Collateral Use Prior to Foreclosure. (a) Prior to a Foreclosure on all or any portion of the Shared Collateral, the Grantors shall have the right: (i) to remain in possession and retain exclusive control of such Shared Collateral (except for such property which the Grantors are required to give possession of or control over to the Shared Collateral Agent pursuant to the terms of any Shared Collateral Security Document) with power freely and without let or hindrance on the part of the Shared Collateral Secured Parties to operate, manage, develop, use and enjoy such Shared Collateral, to receive the issues, profits, revenues and other income thereof, and (ii) to sell or otherwise dispose of, free and clear of all Liens created by the Shared Collateral Security Documents and this Intercreditor Agreement, any Shared Collateral, in the case of either clause (i) or (ii), to the extent the same is not prohibited by any Loan Document or the Shared Guarantee and Collateral Agreement (in each case subject to the terms hereof) or has been expressly approved in accordance with the terms of the Loan Documents and the Shared Guarantee and Collateral Agreement or, in the case of any disposition, if any Person is legally empowered to take any Shared Collateral under the power of condemnation or eminent domain. The Shared Collateral Agent shall have no duty to monitor the exercise by the Grantors of their rights under this subsection 2.8(a). (b) When an Enforcement Event is in effect, cash Proceeds directly received by the Shared Collateral Agent, in connection with any sale or other disposition of Shared Collateral or otherwise in respect of the Shared Collateral (net of any portion beneficially owned by third parties) and, at the written request of the Shared Collateral Agent, any cash, cash equivalents and checks included in the Shared Collateral, shall be transferred to and deposited in the Dex Shared Collateral Account, with respect to Dex Shared Collateral, or the Universal Shared Collateral Account, with respect to Universal Shared Collateral (to the extent not otherwise used to prepay loans, pay fees and expenses or cash collateralize letters of credit in accordance with the terms of any Loan Document). Any such Proceeds actually received by any Grantor shall be held by such Grantor for the benefit of the Shared Collateral Agent, and at the written request of the Shared Collateral Agent, shall be segregated from other funds of such Grantor and, forthwith upon receipt by such Grantor, be turned over to the Shared Collateral Agent, in the same form as received by such Grantor (duly indorsed to the Shared Collateral Agent, if required) for deposit in the Dex Shared Collateral Account, with respect to Dex Shared Collateral, or the Universal Shared Collateral Account, with respect to Universal Shared Collateral. Notwithstanding anything to the contrary in this Intercreditor Agreement, unless an Enforcement Event is in effect, each Grantor may upon written or oral request (confirmed in writing to the Shared Collateral Agent, with a copy to the Required Shared Collateral Secured Parties) obtain the prompt release to it or its order of any funds in the Shared Collateral Accounts, provided, that the failure to confirm an oral request in writing shall not affect the validity of such request and the Shared Collateral Agent’s obligations to promptly release such funds. Any written or oral request or instruction by any Grantor pursuant to the preceding sentence shall be full authority for and direction to the Shared Collateral Agent to make the requested release, and the Shared Collateral Agent shall promptly do so. The Shared Collateral Agent in so doing shall have no liability to any Person.

Collateral Use Prior to Foreclosure. (a) Prior to a Foreclosure on all or any portion of the Shared Collateral, the Grantors shall have the right: (i) to remain in possession and retain exclusive control of such Shared Collateral (except for such property which the Grantors are required to give possession of or control over to the Shared Collateral Agent Trustee pursuant to the terms of any Shared Collateral Trust Security Document) with power freely and without let or hindrance on the part of the Shared Collateral Secured Parties to operate, manage, develop, use and enjoy such Shared Collateral, to receive the issues, profits, revenues and other income thereof, and (ii) to sell or otherwise dispose of, free and clear of all Liens created by the Shared Collateral Trust Security Documents and this Intercreditor Collateral Trust Agreement, any Shared Collateral, in the case of either clause (i) or (ii), to the extent the same is not prohibited by the First Priority Loan Documents, the Second Priority Loan Documents or any Loan Document or the Shared Guarantee and Collateral Agreement Additional Debt Documents (in each case subject to the terms hereof) or has been expressly approved in accordance with the terms of the First Priority Loan Documents, the Second Priority Loan Documents and the Shared Guarantee and Collateral Agreement any Additional Debt Documents or, in the case of any disposition, if any Person is legally empowered to take any Shared Collateral under the power of condemnation or eminent domain. The Shared Collateral Agent Trustee shall have no duty to monitor the exercise by the Grantors of their rights under this subsection 2.8(a2.10(a). (b) When an Enforcement Event is in effect, or following receipt by the Collateral Trustee of written notice from the Controlling Party that a Material Default (as defined in any applicable Secured Instrument) has occurred and is continuing, cash Proceeds received in the Accounts (as defined in the Security Agreement), or otherwise directly received by the Shared Collateral AgentTrustee, in connection with any sale or other disposition of Shared Collateral or otherwise in respect of the Shared Collateral (net of any portion beneficially owned by third parties) and, at the written request of the Shared Collateral Agent, and any cash, cash equivalents and checks on deposit in the Accounts or otherwise included in the Shared Collateral, shall be transferred to and deposited in the Dex Shared Collateral Account, with respect to Dex Shared Collateral, or the Universal Shared Collateral Account, with respect to Universal Shared Collateral Account (to the extent not otherwise used to prepay loans, pay fees and expenses or cash collateralize letters of credit loans in accordance with the terms of any Loan DocumentSecured Instrument). Any such Proceeds actually received by any Grantor shall be held by such Grantor for the benefit of the Shared Collateral Agent, and at the written request of the Shared Collateral AgentTrustee, shall be segregated from other funds of such Grantor andand shall, forthwith upon receipt by such Grantor, be turned over to the Shared Collateral AgentTrustee, in the same form as received by such Grantor (duly indorsed to the Shared Collateral AgentTrustee, if required) for deposit in the Dex Shared Collateral Account, with respect to Dex Shared Collateral, or the Universal Shared Collateral Account, with respect to Universal Shared Collateral. Notwithstanding anything to the contrary in this Intercreditor Collateral Trust Agreement, unless an Enforcement Event is in effecteffect or the Collateral Trustee has received written notice from the Controlling Party that a Material Default (as defined in any applicable Secured Instrument) has occurred and is continuing, each Grantor may upon written or oral request (confirmed in writing to the Shared Collateral AgentTrustee, with a copy to the Required Shared Collateral Secured PartiesControlling Party) obtain the prompt release to it or its order of any funds in the Shared Collateral AccountsAccount, provided, provided that the failure to confirm an oral request in writing shall not affect the validity of such request and the Shared Collateral AgentTrustee’s obligations to promptly release such funds. Any written or oral request or instruction by any Grantor pursuant to the preceding sentence shall be full authority for and direction to the Shared Collateral Agent Trustee to make the requested release, and the Shared Collateral Agent Trustee shall promptly do so. The Shared Collateral Agent Trustee in so doing shall have no liability to any Person.