Common use of Cash Proceeds; Deposit Accounts Clause in Contracts

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise) may, in the reasonable discretion of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Obligations then due and owing. (b) If any Secured Debt Default shall have occurred and be continuing, the Collateral Trustee may, apply the balance from any Collateral Account or instruct the bank at which such account is maintained to pay the balance of any such account to or for the benefit of the Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 with respect to payments of Receivables, upon the Collateral Agent giving notice to the applicable Grantor (other than in the case of an Event of Default under Sections 8.1(f) and 8.1(g) of the Credit Agreement), all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the Collateral AccountAccount to the extent required to pay Secured Obligations due and payable; provided, however, that until the Discharge of First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) may, in the reasonable discretion of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may shall be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee Agent may, upon giving notices to the applicable Grantor (other than in the case of an Event of Default under Sections 8.1(f) and 8.1(g) of the Credit Agreement), apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral TrusteeAgent to be applied by the Collateral Agent against the Secured Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) If any Secured Parity Lien Debt Default shall have occurred and be continuing, subject to the terms of the Intercreditor Agreement, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the a Collateral Account. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral TrusteeAgent, (A) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If any Secured Parity Lien Debt Default shall have occurred and be continuing, subject to the terms of the Intercreditor Agreement, the Collateral Trustee may, Agent may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral TrusteeAgent or the First Lien Collateral Agent, as applicable, in accordance with the Intercreditor Agreement.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 6.05 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) ), shall be deemed to be held by such Grantor in trust for the Collateral TrusteeAgent and, upon the written direction of the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) during the continuation of any Event(s) of Default may, in the reasonable sole discretion of the Collateral TrusteeAgent, (Ai) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) only for so long as it reasonably appears there may be additional Secured Obligations that arise and/or (Bii) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee may, Agent may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral TrusteeAgent which shall be applied by the Collateral Agent in accordance with Section 9.07(a) hereof. For the avoidance of doubt, the Collateral Agent shall not be entitled or permitted to provide any instruction to the bank or securities or commodities intermediary (as applicable) at which any Deposit Account, Security Account or Commodity Account is maintained with respect to the assets or balance therein unless an Event of Default shall have occurred and be continuing.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Default Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if an Enforcement Event shall have occurred and be continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, upon request of the Collateral Trustee, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in Trustee. Grantor shall not adjust, settle or compromise the Collateral Accountamount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon. Any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral Trustee, but subject to the terms of the Collateral Trust Agreement, (A) be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Obligations then due and owing. (b) If any Secured Debt Default Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if an Enforcement Event shall have occurred and be continuing, the Collateral Trustee may, may apply the balance from any Collateral Deposit Account or instruct the bank at which any such account Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) ), upon the written consent of the Collateral Agent, shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral TrusteeAgent, (A) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) only for so long as it reasonably appears there may be additional Secured Obligations that arise and/or (B) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee may, Agent may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral TrusteeAgent.

Cash Proceeds; Deposit Accounts. (a) If Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if any Secured Pari Passu Lien Debt Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, upon request of the Collateral Trustee, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in Trustee. Grantor shall not adjust, settle or compromise the Collateral Accountamount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon. Any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral Trustee, subject to the terms of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Obligations then due and owing. (b) If Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if any Secured Pari Passu Lien Debt Default shall have occurred and be continuing, the Collateral Trustee may, may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Priority Lien Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall shall, subject to the terms of and the priorities set forth in the Collateral Trust Agreement and any applicable intercreditor agreement, be held by such Grantor in trust for the Priority Lien Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Priority Lien Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Priority Lien Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral Account). Any Cash Proceeds received by the Priority Lien Collateral Trustee (whether from a Grantor or otherwise) may, subject to the terms of and the priorities set forth in the reasonable discretion of the Collateral TrusteeTrust Agreement and any applicable intercreditor agreement, (Ai) be held by the Priority Lien Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Priority Lien Obligations (whether matured or unmatured) and/or (Bii) then or at any time thereafter may be applied by the Priority Lien Collateral Trustee against the Secured Priority Lien Obligations then due and owingowing in accordance with Section 9.2 hereof. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Priority Lien Collateral Trustee may, subject to the terms of and the priorities set forth in the Collateral Trust Agreement and any applicable intercreditor agreement, apply the balance from any Collateral Deposit Account or instruct the bank at which such account with any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Priority Lien Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If The Issuer hereby designates the Issuer’s account number 3801318633 maintained at Wintrust Bank as the “Notes Priority Collateral Account” (such account and any Secured Debt Default shall have occurred other account that is subject to a Deposit Account Control Agreement or a Securities Account Control Agreement and be continuingthat is designated from time to time by the Issuer as such account, in addition to the rights of the “Notes Priority Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, all Account”). All proceeds of any Notes Priority Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Notes Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be deposited in the Notes Priority Collateral Account. (b) If any Event of Default shall have occurred and be continuing, in addition to the rights of the Notes Collateral Trustee specified in Section 6.5 with respect to payments of Receivables and subject to the Intercreditor Agreement and the Collateral Trust Agreement, all proceeds of any Notes Priority Collateral received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Notes Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Notes Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Notes Collateral Trustee, if required) and held by the Notes Collateral Trustee in the Collateral Account. Any Subject to the Intercreditor Agreement and the Collateral Trust Agreement, any Cash Proceeds received by the Notes Collateral Trustee (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Notes Collateral Trustee, (A) be held by the Notes Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Notes Collateral Trustee against the Secured Obligations then due and owing. (bc) If any Secured Debt Event of Default shall have occurred and be continuing, the Notes Collateral Trustee may, may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Notes Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) during the continuation of any Event of Default may, in the reasonable sole discretion of the Collateral TrusteeAgent, (A) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If The right of the Borrower to instruct any Secured Debt Default shall have occurred and be continuing, the Collateral Trustee may, apply the balance from any Collateral Account or instruct the bank at which any Deposit Account is held with respect to the disposition of funds in such account is maintained shall cease upon the occurrence and during the continuation of an Event of Default, during which time only the Collateral Agent shall be entitled to pay the balance of so instruct any such account bank as to the disposition of such funds. If and to the extent the Collateral Agent instructs any such bank to transfer any such funds to, or for the benefit of of, the Collateral TrusteeAgent, such funds shall be applied by the Collateral Agent in accordance with Section 9.7(a) hereof.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Parity Lien Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral AccountTrustee. Any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable benefit of the Parity Lien Secured Parties, as collateral security for the Secured Parity Lien Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Parity Lien Obligations then due and owing. (b) If any Secured Debt Parity Lien Default shall have occurred and be continuing, the Collateral Trustee may, may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Debt Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Debt Obligations then due and owing. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee may, may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt In the event that the Loans under the First Out Credit Agreement have been accelerated, or prior to an acceleration, if an Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Revolving Agent specified in Section 6.5 6.05 with respect to payments of Receivables, (i) upon the request of the Revolving Agent, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Collateral Trusteereceived by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each case, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee applicable First Out Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trusteeapplicable First Out Agent, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Trustee in the Account or a Term Cash Collateral Account, as applicable. Any Revolving Cash Proceeds received by the Collateral Trustee Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral Trusteesuch First Out Agent, (A) be held by the Collateral Trustee such First Out Agent for the ratable benefit of the applicable Secured Parties, as collateral security for the Secured applicable Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee such First Out Agent against the Secured applicable Obligations then due and owing. (b) If any Secured Debt Event of Default shall have occurred and be continuing, (i) the Collateral Trustee may, Revolving Agent may apply the balance from any Deposit Account (except for the Term Cash Collateral Account, the Term Facility Letter of Credit Account and the Bonding Facility Letter of Credit Account) or instruct the bank at which any such account Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Revolving Agent to be applied against the Revolving Obligations then due and owing and (ii) the Term Agent may apply the balance from the Term Cash Collateral TrusteeAccount or instruct the bank at which any such Term Cash Collateral Account is maintained to pay the balance of such Term Cash Collateral Account to or for the benefit of the Term Agent to be applied Term Obligations then due and owing. (c) Notwithstanding anything to the contrary herein or in any other First Out Loan Document or Second Out Loan Document, the Bonding LC Agent or Bonding LC Issuer may apply Bonding LC Collateral to any Bonding LC Obligations on the terms set forth in the First Out Credit Agreement. (d) Notwithstanding anything to the contrary herein or in any other First Out Loan Document or Second Out Loan Document, the Term LC Agent or Term LC Issuer may apply Term LC Collateral to any Term LC Obligations on the terms set forth in the First Out Credit Agreement.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 hereof with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) during the continuation of any Event of Default may, in the reasonable sole discretion of the Collateral TrusteeAgent, (A) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If The right of the Borrower to instruct any Secured Debt Default shall have occurred and be continuing, the Collateral Trustee may, apply the balance from any Collateral Account or instruct the bank at which any Deposit Account is held with respect to the disposition of funds in such account is maintained shall cease upon the occurrence and during the continuation of an Event of Default, during which time only the Collateral Agent shall be entitled to pay the balance of so instruct any such account bank as to the disposition of such funds. If and to the extent the Collateral Agent instructs any such bank to transfer any such funds to, or for the benefit of of, the Collateral TrusteeAgent, such funds shall be applied by the Collateral Agent in accordance with Section 9.7(a) hereof.

Cash Proceeds; Deposit Accounts. (a) If In the event that any Secured Obligations have been accelerated, or prior to an acceleration, if an Event of Default under any Second Lien Debt Default Document shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith subject to the terms of the Intercreditor Agreement and the Securitization Intercreditor Agreement, upon the request of the Collateral Agent, promptly upon receipt by such Grantor, be turned over to the Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral TrusteeAgent, if required) and held by the Collateral Trustee Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) may, in the reasonable sole discretion of the Collateral TrusteeAgent, (A) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee may, Agent may apply the balance from any Collateral Deposit Account or instruct the bank at which such account any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Collateral TrusteeAgent to be applied against the Secured Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) If any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Parity Lien Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall shall, subject to the terms of and the priorities set forth in the Collateral Trust Agreement and any applicable intercreditor agreement, be held by such Grantor in trust for the Parity Lien Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Parity Lien Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Parity Lien Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral Account). Any Cash Proceeds received by the Parity Lien Collateral Trustee (whether from a Grantor or otherwise) may, subject to the terms of and the priorities set forth in the reasonable discretion of the Collateral TrusteeTrust Agreement and any applicable intercreditor agreement, (Ai) be held by the Parity Lien Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Parity Lien Obligations (whether matured or unmatured) and/or (Bii) then or at any time thereafter may be applied by the Parity Lien Collateral Trustee against the Secured Parity Lien Obligations then due and owingowing in accordance with Section 9.2 hereof. (b) If any Secured Debt Event of Default shall have occurred and be continuing, the Parity Lien Collateral Trustee may, subject to the terms of and the priorities set forth in the Collateral Trust Agreement and any applicable intercreditor agreement, apply the balance from any Collateral Deposit Account or instruct the bank at which such account with any Deposit Account is maintained to pay the balance of any such account Deposit Account to or for the benefit of the Parity Lien Collateral Trustee.

Cash Proceeds; Deposit Accounts. (a) If Subject to the terms of the Intercreditor Agreement, if any Secured Debt Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the First Lien Collateral Trustee Agent or the Collateral Agent, as applicable, in the exact form received by such Grantor (duly indorsed by such Grantor to the First Lien Collateral TrusteeAgent or the Collateral Agent, as applicable, if required) and held by the First Lien Collateral Trustee Agent or the Collateral Agent, as applicable, in the Collateral Account. Any Subject to the terms of the Credit Agreement, any Cash Proceeds received by the Collateral Trustee Agent (whether from a Grantor or otherwise) during the continuation of any Event of Default may, in the reasonable sole discretion of the Collateral TrusteeAgent, (A) be held by the Collateral Trustee Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee Agent against the Secured Obligations then due and owing. (b) If The right of the Borrower to instruct any Secured Debt Default shall have occurred and be continuing, the Collateral Trustee may, apply the balance from any Collateral Account or instruct the bank at which any Deposit Account is held with respect to the disposition of funds in such account is maintained shall cease upon the occurrence and during the continuation of an Event of Default, during which time only the Collateral Agent shall be entitled to pay the balance of so instruct any such account bank as to the disposition of such funds. If and to the extent the Collateral Agent instructs any such bank to transfer any such funds to, or for the benefit of of, the Collateral TrusteeAgent, such funds shall be applied by the Collateral Agent in accordance with Section 9.7(a) hereof.