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

Proceeds to be Turned Over To Collateral Agent. (a) In addition to the rights of the Collateral Agent specified in Section 5.1 with respect to payments of Receivables, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent to the extent of its second priority interest therein, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent, pursuant to the Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreement. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Securityholders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.5. (b) If (i) the Substitution Event shall have occurred and (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. (a) In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 6.1 with respect to payments of ReceivablesAccounts 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 any such Grantor consisting of cash, checks and other near-cash Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent to and the extent 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 its second priority interest thereinthe applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative AgentCollateral Agent or any Additional Agent or the applicable Collateral Representative, pursuant to 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 Administrative AgentCollateral 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 Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a the relevant Collateral Proceeds Account maintained under its sole dominion and control control, subject to the rights of the Collateral Agent pursuant to Section 8 of the each applicable Intercreditor Agreement. All Proceeds of Collateral while held by the Administrative Collateral Agent in a such Collateral Proceeds Account (or by such the relevant Grantor in trust for the Collateral Agent and the Securityholdersother 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 5.56.5 and each applicable Intercreditor Agreement. (b) If (i) the Substitution Event shall have occurred and (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. (a) In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 subsection 6.1 with respect to payments of ReceivablesAccounts Receivable constituting Collateral, 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 any such Grantor consisting of cash, checks and other near-cash Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent to or the extent of its second priority interest thereinU.S. Collateral Agent and the other Secured Parties hereto or the Secured Parties (as defined in the U.S. Guarantee and Collateral Agreement) as applicable, in accordance with the Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Collateral Agent or the U.S. Collateral Agent, pursuant to the Intercreditor Agreementas applicable (or their respective agents appointed for purposes of perfection), in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Collateral Agent or the U.S. Collateral Agent, as applicable, if required). All Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Agent Collateral Agent, or the U.S. Collateral Agent, as applicable, in a accordance with the Intercreditor Agreement, in the relevant U.S. Collateral Proceeds Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds of Collateral while held by the Administrative Collateral Agent in a such U.S. Collateral Proceeds Account (or by such the relevant Grantor in trust for the Collateral Agent and the Securityholdersother 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 5.5subsection 6.5. (b) If (i) the Substitution Event shall have occurred and (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. (a) In Subject to Sections 3.2 and 4.2, in addition to the rights of the Collateral Agent and the Applicable Secured Parties specified in Section 5.1 7.1 with respect to payments of Receivables, if a Noticed Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent to and the extent of its second priority interest thereinApplicable Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent, pursuant to the Intercreditor Agreement, Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Collateral Agent, if required). All Subject to Sections 3.2 and 4.2, all Proceeds received by the Administrative Collateral Agent hereunder in respect of the Shared Collateral Estate shall be held by the Administrative Collateral Agent in a Collateral Account (the "Shared Collateral Account"), for the benefit of the Secured Parties, maintained under its sole dominion and control subject control. Subject to the rights of Sections 3.2 and 4.2, all Proceeds received by the Collateral Agent pursuant to Section 8 hereunder in respect of the Intercreditor AgreementNon-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 while held by the Administrative Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the SecurityholdersApplicable Secured Parties) shall continue to be held as collateral security for all the Applicable Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.57.5. (b) If (i) the Substitution Event shall have occurred The Collateral Agent may, but is under no obligation to, invest and (ii) an Event of Default shall occur and be continuing reinvest 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 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 diminution in funds resulting from such investments or any liquidation prior to do so or delay in so doingmaturity.

Proceeds to be Turned Over To Collateral Agent. (a) In addition to the rights of the Collateral Agent Secured Parties specified in Section 5.1 with respect to payments of ReceivablesAccounts, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Temporary Cash Investments, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent to the extent of its second priority interest thereinSecured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent, pursuant to the Intercreditor Agreement, Collateral Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Administrative Collateral Agent, if required). All Proceeds received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a Collateral Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds while held by the Administrative Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the SecurityholdersSecured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.5. (b) If (i) the Substitution Event shall have occurred and (ii) an any Event of Default shall occur and be continuing 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 shall give notice to obtain “control” (within the meaning of its intent the applicable Uniform Commercial Code) with respect to exercise such rights 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 Grantor Collateral, including without limitation, executing and delivering and causing the relevant depositary bank or Grantors, (i) securities intermediary to execute and deliver a control agreement in a form satisfactory to 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 doingsole discretion.

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 5.1 subsection 6.1 with respect to payments of ReceivablesAccounts Receivable constituting Collateral, 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 any such Grantor consisting of cash, checks and other near-cash Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent to or the extent ABL Collateral Agent and the other Secured Parties hereto or the Secured Parties (as defined in the ABL Guarantee and Collateral Agreement) as applicable in accordance with the terms of its second priority interest thereinthe Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Collateral Agent or the ABL Collateral Agent, pursuant to as applicable, (or their respective agents appointed for purposes of perfection) in accordance with the terms of the Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Collateral Agent or ABL Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, if required). All Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a the relevant Collateral Proceeds Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds of Collateral while held by the Administrative Collateral Agent in a such Collateral Proceeds Account (or by such the relevant Grantor in trust for the Collateral Agent and the Securityholdersother 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 5.5. (b) If (i) the Substitution Event shall have occurred and (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.subsection 6.5

Proceeds to be Turned Over To Collateral Agent. (a) In addition to the rights of the Collateral Controlling Agent and the Joint Secured Parties specified in Section 5.1 with respect to payments of ReceivablesReceivables that are included in the Collateral, after an Event of Default has occurred and is continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items Instruments shall be held by such Grantor in trust for the Controlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent to the extent (if Proceeds of its second priority interest thereinPrimary Collateral), segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent, pursuant to Controlling Agent (if Proceeds of Secondary Collateral) or the Intercreditor Agreement, Collateral Agent (if Proceeds of Primary Collateral) in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative AgentControlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent (if Proceeds of Primary Collateral), if required). All Proceeds received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a Cash Collateral Account maintained under its sole dominion and control subject to the rights of control. All Proceeds while held by the Collateral Agent pursuant in a Cash Collateral Account shall continue to Section 8 of 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 the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Controlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent and the Securityholders(if Proceeds of Primary Collateral) shall continue to be held as collateral security for all the Joint Secured Obligations (if Proceeds of Secondary Collateral) or the Note Obligations (if Proceeds of Primary Collateral) and shall not constitute payment thereof until applied as provided in Section 5.5the Intercreditor Agreement. (b) If (i) the Substitution Event shall have occurred and (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. (a) In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 6.1 with respect to payments of ReceivablesAccounts Receivable constituting Collateral, 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 any such Grantor consisting of cash, checks and other near-cash Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent to and the extent 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 its second priority interest thereinthe applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Collateral Agent, pursuant to 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 Administrative Collateral 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 Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a the relevant Collateral Proceeds Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds of Collateral while held by the Administrative Collateral Agent in a such Collateral Proceeds Account (or by such the relevant Grantor in trust for the Collateral Agent and the Securityholdersother 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 5.56.5. (b) If (i) the Substitution Event shall have occurred and (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. (a) In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 subsection 6.1 with respect to payments of ReceivablesAccounts Receivable constituting Collateral, 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 any such Grantor consisting of cash, checks and other near-cash Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent to or the extent Term Collateral Agent and the other Secured Parties hereto or the Secured Parties (as defined in the Term Guarantee and Collateral Agreement) as applicable in accordance with the terms of its second priority interest thereinthe Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Collateral Agent or the Term Collateral Agent, pursuant to as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Collateral Agent or Term Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, if required). All Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a the relevant Collateral Proceeds Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds of Collateral while held by the Administrative Collateral Agent in a such Collateral Proceeds Account (or by such the relevant Grantor in trust for the Collateral Agent and the Securityholdersother 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 5.5. (b) If (i) the Substitution Event shall have occurred and (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.subsection 6.5

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 5.1 6.1 with respect to payments of ReceivablesAccounts Receivable constituting Collateral, 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 any such Grantor consisting of cash, checks and other near-cash Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent to and the extent 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 its second priority interest thereinthe applicable Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Collateral Agent, pursuant to 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 Administrative Collateral 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 Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a the relevant Collateral Proceeds Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds of Collateral while held by the Administrative Collateral Agent in a such Collateral Proceeds Account (or by such the relevant Grantor in trust for the Collateral Agent and the Securityholdersother 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 5.56.5. (b) If (i) the Substitution Event shall have occurred and (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. (a) In addition Subject to the rights terms of the ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at the request of the Collateral Agent specified in Section 5.1 with respect to payments of ReceivablesAgent, all Proceeds received by any the Grantor consisting of cash, checks and other near-cash items shall be held by such the Grantor in trust for the Administrative Agent, the Collateral Agent to and the extent of its second priority interest thereinother Secured Parties, 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 Administrative Agent, pursuant to the Intercreditor Agreement, Collateral Agent in the exact form received by such the Grantor (duly indorsed by such the Grantor to the Administrative Collateral Agent, if required). All Proceeds received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in a Collateral Account maintained under its sole dominion and control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreementcontrol. All Proceeds while held by the Administrative Collateral Agent in a Collateral Account (or by such the Grantor in trust for the Administrative Agent, the Collateral Agent and the Securityholdersother Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.56.6. (b) If (i) the Substitution Event shall have occurred and (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.